Common use of Form of Reverse Side of Right Certificate Clause in Contracts

Form of Reverse Side of Right Certificate. continued The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------- Signature Notice The signature on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SEATTLE FILMWORKS, INC. 1260 16th Avenue West Xxxxxxx, XX 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP PREFERRED SHARES The Board of Directors (the "Board") of Seattle FilmWorks, Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock") of the Corporation. The dividend is payable to the shareholders of record on December 27, 1999 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Corporation one one-thousandth (1/1000th) of a share of Series RP Preferred Stock, $.01 par value per share (the "Preferred Stock"), of the Corporation at a price of $22.00 per one one-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Corporation and ChaseMellon Shareholder Services L.L.C., as Rights Agent (the "Rights Agent"), dated as of December 16, 1999. Initially, the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) a person or group of affiliated or associated persons having acquired, without the prior approval of the Corporation's Board of Directors, beneficial ownership of securities which represent 15% or more of the voting power (the "Voting Power") of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) or (ii) 10 days (or such later date as the Board may determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in a person or group of affiliated or associated persons becoming an Acquiring Person (as hereinafter defined) (the "Distribution Date"). A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreement, then such security holder will not be deemed an Acquiring Person with respect to such securities. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of shares of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, Right Certificates will be mailed to the holders of record of the shares of Common Stock as of the Close of Business (as defined in the Rights Agreement) on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire at the close of business on December 27, 2009, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock or other securities issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then current market price of the Preferred Stock or (iii) upon the distribution to holders of shares of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but, if greater, will be entitled to an aggregate dividend per share of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Stock will be entitled to a minimum preferential liquidation payment per share in an amount equal to the greater of $22.00 or 1,000 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. In the event that the amount of accrued and unpaid dividends on the Preferred Stock is equivalent to six full quarterly dividends or more, the holders of shares of the Preferred Stock shall have the right, voting as a class, to elect two directors in addition to the directors elected by the holders of shares of the Common Stock until all cumulative dividends on the Preferred Stock have been paid or set apart for payment through the last quarterly dividend payment date. No fractional shares of Preferred Stock will be issued (other than fractions which are one one-thousandth (1/1000th), or integral multiples of one one-thousandth (1/1000th) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. At any time prior to the earlier to occur of (i) a person becoming an Acquiring Person or (ii) the expiration of the Rights, and under certain other circumstances, the Corporation may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights Agent, all of the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation prior to the Distribution Date, except that the affirmative vote of the holders of a majority of the then outstanding Rights (excluding Rights which have become void in accordance with the Rights Agreement) will be required (i) to increase the Purchase Price, to reduce the price at which the Rights may be redeemed and/or to amend, in a manner adverse to the interests of the holders of Rights, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE

Form of Reverse Side of Right Certificate. continued -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised beneficially owned by, and were not acquired by or on behalf of a Person who is or was the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------- ----------------------------- Signature Notice -------------------------------------------------------------------------------- NOTICE The signature on in the foregoing Forms Form of Assignment and or Form of Election and certificates to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT C SEATTLE FILMWORKSUNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. 1260 16th Avenue West Xxxxxxx, XX 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP SHARES OF PREFERRED SHARES The STOCK OF FRANCHISE FINANCE CORPORATION OF AMERICA On April 7, 1999, the Board of Directors of Franchise Finance Corporation of America (the "BoardCompany") of Seattle FilmWorks, Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Common Stock common stock, par value $0.01 per share, of the Company (the "Common Stock") of the Corporation). The dividend is payable to the shareholders of record on December 27April 19, 1999 (the "Record Date"), and with respect ) to shares the stockholders of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Daterecord on that date. Except as set forth below, each Right, when it becomes exercisable, Each Right entitles the registered holder to purchase from the Corporation Company one one-thousandth (1/1000th) of a share of Series RP A Junior Participating Preferred Stock, par value $.01 par value per share share, of the Company (the "Preferred Stock"), of the Corporation ) at a price of $22.00 90.00 per one one-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of April 7, 1999, as the same may be amended from time to time (the "Rights Agreement") ), between the Corporation Company and ChaseMellon Shareholder Services L.L.C.Gemisys Corporation, as Rights Agent (the "Rights Agent"), dated as of December 16, 1999. Initially, Until the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons having acquired(with certain exceptions, without the prior approval of the Corporation's Board of Directors, an "Acquiring Person") has acquired beneficial ownership of securities which represent 15% or more of the voting power (the "Voting Power") outstanding shares of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board may determineof Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of affiliated 15% or associated persons becoming an Acquiring Person more of the outstanding shares of Common Stock (as hereinafter defined) (the earlier of such dates being called the "Distribution Date"). A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in , the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreementwill be evidenced, then such security holder will not be deemed an Acquiring Person with respect to any of the Common Stock certificates outstanding as of the Record Date, by such securitiesCommon Stock certificate together with a copy of this Summary of Rights. The Rights Agreement provides that, until the Distribution DateDate (or earlier expiration of the Rights), the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of shares issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoRights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates Certificates") will be mailed to the holders of record of the shares of Common Stock as of the Close close of Business (as defined in the Rights Agreement) business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and Date. The Rights will expire at on April 7, 2009 (the close of business on December 27, 2009"Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Corporation Company, in each case as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then then-current market price of the Preferred Stock or (iii) upon the distribution to holders of shares of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly periodic cash dividendsdividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right are also is subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $1.00 10.00 per share butshare, if greater, will be entitled and (b) an amount equal to an aggregate dividend per share of 1,000 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of shares of the Preferred Stock will be entitled to a minimum preferential liquidation payment of the greater of (a) $10.00 per share in (plus any accrued but unpaid dividends), and (b) an amount equal to the greater of $22.00 or 1,000 1000 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each . Each share of Preferred Stock and will have one vote, voting together with the Common Stock so held, respectivelyStock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend and liquidation rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock, unless a discount results from the fact that such interest carries one one-thousandth of a vote as a result of a restrictions contained in the Company's Certificate of Incorporation. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the amount Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of accrued and unpaid dividends on the Preferred Stock is equivalent to six full quarterly dividends or more, the holders a Right that number of shares of Common Stock (or, in certain circumstances, other securities or assets of the Preferred Stock shall Company) having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right, voting as right to receive upon the exercise of a class, to elect two directors in addition to the directors elected by the holders Right that number of shares of common stock of the Common Stock until all cumulative dividends on person with whom the Preferred Stock Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have been paid a market value of two times the exercise price of the Right. At any time after any person or set apart for payment through group becomes an Acquiring Person and prior to the last quarterly dividend payment date. No fractional earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Preferred Stock will be issued Common Stock, the Board of Directors of the Company may exchange the Rights (other than fractions Rights owned by such Acquiring Person which are one one-thousandth (1/1000thwill have become void), in whole or integral multiples in part, for shares of Common Stock or Preferred Stock (or, in certain circumstances, other securities or assets of the Company) at an exchange ratio of one one-thousandth (1/1000th) of a share of Preferred Common Stock, which mayor such amount of other securities or assets equivalent in value thereto, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exerciseper Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. At any time prior to the earlier to occur of (i) a person becoming time an Acquiring Person or (ii) becomes such, the expiration Board of Directors of the Rights, and under certain other circumstances, the Corporation Company may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 .01 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part) payable, at the Redemption Priceoption of the Company, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of cash, shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations such other form of the Rights Agent, all of the provisions of the Rights Agreement may be amended by consideration as the Board of Directors of the Corporation prior Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Distribution Date, except that Rights will terminate and the affirmative vote only right of the holders of a majority of Rights will be to receive the then outstanding Rights (excluding Rights which have become void in accordance with Redemption Price. For so long as the Rights Agreement) will be required (i) are then redeemable, the Company may, except with respect to increase the Purchase Redemption Price, to reduce the price at which amend the Rights may be redeemed and/or Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to amendthe Redemption Price, amend the Rights Agreement in a any manner adverse to that does not adversely affect the interests of the holders of the Rights, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE.

Form of Reverse Side of Right Certificate. continued ----------------------------------------------------------------- (To be completed) The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised beneficially owned by, and were not acquired by or on behalf of a Person who is or was the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------- ------------------------------------ Signature Notice ----------------------------------------------------------------- NOTICE The signature on in the foregoing Forms Form of Assignment and or Form of Election and certificates to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SEATTLE FILMWORKSUNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. 1260 16th Avenue West Xxxxxxx, XX 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP SHARES OF PREFERRED SHARES The STOCK OF QUAD SYSTEMS CORPORATION On November 4, 1997, the Board of Directors of Quad Systems Corporation (the "BoardCompany") of Seattle FilmWorks, Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Common Stock common stock, par value $.03 per share, of the Company (the "Common Stock") of the Corporation). The dividend is payable on December 1, 1997 to the shareholders stockholders of record on December 27November 21, 1999 1997 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, Each Right entitles the registered holder to purchase from the Corporation Company one one-thousandth (1/1000th) hundredth of a share of Series RP A Junior Participating Preferred Stock, par value $.01 par value per share share, of the Company (the "Preferred Stock"), of the Corporation ) at a price of $22.00 45.00 per one one-thousandth (1/1000th) hundredth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 12, 1997, as the same may be amended from time to time (the "Rights Agreement") ), between the Corporation Company and ChaseMellon Shareholder Services L.L.C.American Stock Transfer & Trust Co., as Rights Agent (the "Rights Agent"), dated as of December 16, 1999. Initially, Until the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons having acquired(with certain exceptions, without the prior approval of the Corporation's Board of Directors, an "Acquiring Person") has acquired beneficial ownership of securities which represent 15% or more of the voting power (the "Voting Power") outstanding shares of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board may determineof Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of affiliated 15% or associated persons becoming an Acquiring Person more of the outstanding shares of Common Stock (as hereinafter defined) (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights. A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing beneficially owned 15% or more of the Voting Power as outstanding shares of immediately prior to Common Stock on the first public announcement of the execution of date the Rights Agreement, then such security holder Agreement was adopted will not be deemed considered an "Acquiring Person with respect to Person" unless and until such securitiesperson or group acquires additional shares of Common Stock. The Rights Agreement provides that, until the Distribution DateDate (or earlier expiration of the Rights), the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of shares issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoRights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates Certificates") will be mailed to the holders of record of the shares of Common Stock as of the Close close of Business (as defined in the Rights Agreement) business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and Date. The Rights will expire at on November 12, 2007 (the close of business on December 27, 2009"Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Corporation Company, in each case as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then then-current market price of the Preferred Stock or (iii) upon the distribution to holders of shares of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly periodic cash dividendsdividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right are also is subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share but, if greater, but will be entitled to an aggregate dividend per share of 1,000 100 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of shares of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $1.00 per share in (plus any accrued but unpaid dividends) but will be entitled to an amount equal to the greater aggregate payment of $22.00 or 1,000 100 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each . Each share of Preferred Stock and will have 100 votes, voting together with the Common Stock so held, respectivelyStock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 100 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-hundredth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the amount Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of accrued and unpaid dividends on the Preferred Stock is equivalent to six full quarterly dividends or more, the holders a Right that number of shares of Common Stock having a market value of two times the Preferred Stock shall exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right, voting as right to receive upon the exercise of a class, to elect two directors in addition to the directors elected by the holders Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock until all cumulative dividends on the or Preferred Stock have been paid (or set apart for payment through a series of the last quarterly dividend payment date. No Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional shares share of Preferred Stock will be issued (or other than fractions which are one one-thousandth (1/1000th)preferred stock) equivalent in value thereto, or integral multiples of one one-thousandth (1/1000th) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exerciseper Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. At any time prior to the earlier to occur of (i) a person becoming time an Acquiring Person or (ii) becomes such, the expiration Board of Directors of the Rights, and under certain other circumstances, the Corporation Company may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 per Right (the "Redemption Price"), which . The redemption shall be effective upon the action of the Board. Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights Agent, all of the provisions of the Rights Agreement may be amended by made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Corporation prior Rights, the right to exercise the Distribution Date, except that Rights will terminate and the affirmative vote only right of the holders of a majority of Rights will be to receive the then outstanding Rights (excluding Rights which have become void in accordance with Redemption Price. For so long as the Rights Agreement) will be required (i) are then redeemable, the Company may, except with respect to increase the Purchase Priceredemption price, to reduce the price at which amend the Rights may be redeemed and/or Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to amendthe redemption price, amend the Rights Agreement in a any manner adverse to that does not adversely affect the interests of the holders of the Rights, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE.

Form of Reverse Side of Right Certificate. continued ----------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------- ------------------------------ Signature Notice -------------------------------------------------------------------------------- NOTICE The signature on in the foregoing Forms Form of Assignment and or Form of Election and certificates to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT C SEATTLE FILMWORKSUNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF MAY BECOME NULL AND VOID. 1260 16th Avenue West Xxxxxxx, XX 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP PREFERRED SHARES The On December 18, 1996, the Board of Directors of Marquette Medical Systems, Inc., (the "BoardCompany") of Seattle FilmWorks), Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Class A Common Stock Stock, par value $0.10 per share (the "Common Stock") Shares), of the CorporationCompany. The dividend is payable to the shareholders of record on December 27January 3, 1999 1997 (the "Record Date"), and with respect to shares the stockholders of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Daterecord on that date. Except as set forth below, each Right, when it becomes exercisable, Each Right entitles the registered holder thereof to purchase from the Corporation Company one one-thousandth (1/1000th) hundredth of a share (a "Unit") of Series RP A Preferred Stock, $.01 without par value per share (the "Preferred StockShares"), of the Corporation Company at a price of $22.00 per one one-thousandth (1/1000th) of a share of Preferred Stock (the 80.00 "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Marquette Medical Systems, Inc. Rights Plan Agreement (the "Rights Agreement") between the Corporation Company and ChaseMellon Shareholder Services L.L.C.Firstar Trust Company, as Rights Agent (the "Rights Agent"), dated as of December 16, 1999. Initially, The following summarizes the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing Agreement. Until the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons having acquired, without the prior approval of the Corporation's Board of Directors, (an "Acquiring Person") have acquired beneficial ownership of securities which represent 1520% or more of the voting power (the "Voting Power") of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board may determineof Directors of the Company prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, make a tender offer or exchange offer offer, the consummation of which would result in the beneficial ownership by a person or group of affiliated 20% or associated persons becoming an Acquiring Person more of the outstanding Common Shares (as hereinafter defined) (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. A The Company, any subsidiary of the Company, any employee benefit plan of the Company or a subsidiary, any person holding Common Shares for or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the terms of any employee benefit plan of the Company or a subsidiary or Xxxxxxx X. Xxxxxx, his affiliates or associates, his heirs and any trust or foundation to which he has transferred or may transfer Common Shares are exempt from the applicability of the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory Agreement as it relates to the Board acquisition of beneficial ownership of shares of Common Stock representing 1520% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreement, then such security holder will not be deemed an Acquiring Person with respect to such securitiesoutstanding Common Shares. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the associated shares of Common StockShares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock Share certificates issued after the Record Date upon transfer or new issuance of shares of Common Stock Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock Shares represented by such certificate. As soon as practicable following the Distribution Date, Right Certificates Date separate certificates evidencing the Rights ("Rights Certificates") will be mailed to the holders of record of the shares of Common Stock Shares as of the Close close of Business (as defined in the Rights Agreement) business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and Date. The Rights will expire at the close of business on December 2718, 20092006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Corporation Company, in each case, as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred StockShares, (ii) upon the grant to holders of shares of the Preferred Stock Shares of certain rights or warrants to subscribe for or purchase Preferred Stock Shares at a price, or securities convertible into Preferred Stock Shares with a conversion price, less than the then then-current market price of the Preferred Stock Shares or (iii) upon the distribution to holders of shares of the Preferred Stock Shares of evidences of indebtedness or assets (excluding regular quarterly periodic cash dividendsdividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) hundredths of a share of Preferred Stock Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock Shares or a stock dividend on the Common Stock Shares payable in Common Stock Shares or subdivisions, consolidations or combinations of the Common Stock Shares occurring, in any such case, prior to the Distribution Date. Preferred Stock Shares purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock Share will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but, if greater, but will be entitled to an aggregate dividend per share of 1,000 100 times the dividend declared per share of Common StockShare. In the event of liquidation, the holders of shares of the Preferred Stock Shares will be entitled to a minimum preferential liquidation payment of $100.00 per share in but will be entitled to an amount equal to the greater aggregate payment of $22.00 or 1,000 100 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereonShare. Each Preferred Share will have 100 votes, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of voting together with the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectivelyShares. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock Shares are exchanged, each share of Preferred Stock Share will be entitled to receive 1,000 100 times the amount received per share of Common StockShare. These rights are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Shares dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the amount Company is acquired in a merger or other business combination transaction or 50% or more of accrued and unpaid dividends on its consolidated assets or earning power is sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the Preferred Stock is equivalent right to six full quarterly dividends or morereceive, upon the holders exercise thereof at the then current exercise price of the Right that number of shares of common stock of the Preferred Stock acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which Rights will thereafter be void), will thereafter have the right, voting as right to receive upon exercise that number of Common Shares having a class, to elect market value of two directors in addition times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the directors elected acquisition by the holders such person or group of shares 50% or more of the outstanding Common Stock until all cumulative dividends on Shares, the Preferred Stock have been paid or set apart for payment through Board of Directors of the last quarterly dividend payment date. No fractional shares of Preferred Stock will be issued Company may exchange the Rights (other than fractions Rights owned by such person or group which are one one-thousandth (1/1000thwill have become void), in whole or integral multiples in part, at an exchange ratio of one one-thousandth Common Share, or one one- hundredth of a Preferred Share (1/1000th) or of a share of Preferred Stock, which may, at the election a class or series of the CorporationCompany's preferred stock having equivalent rights, be evidenced by depositary receipts) preferences and in lieu thereofprivileges), an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior per Right (subject to the date of exerciseadjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the earlier to occur of (i) the acquisition by a person becoming an Acquiring Person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares or (ii) the expiration a majority of the Rights, and Board of Directors of the Company being removed by the written consent of the stockholders of the Company under certain other circumstances, the Corporation Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 .01 per Right (the "Redemption Price"), which . The redemption shall be effective upon the action of the BoardRights may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Additionally, following Immediately upon any redemption of the Shares Acquisition DateRights, the Corporation may redeem right to exercise the then outstanding Rights in whole, but not in part, at will terminate and the only right of the holders of Rights will be to receive the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations The terms of the Rights Agent, all of the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation prior to Company without the Distribution Date, except that the affirmative vote consent of the holders of a majority the Rights, including an amendment to lower certain thresholds described above to not less than the greater of the then outstanding Rights (excluding Rights which have become void in accordance with the Rights Agreement) will be required (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to increase the Purchase PriceCompany to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, to reduce the price at which the Rights except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may be redeemed and/or to amend, in a manner adverse to adversely affect the interests of the holders of the Rights, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE.

Form of Reverse Side of Right Certificate. continued -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised beneficially owned by, and were not acquired by or on behalf of a Person who is or was the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------- ------------------------------------ Signature Notice -------------------------------------------------------------------------------- NOTICE The signature on in the foregoing Forms Form of Assignment and or Form of Election and certificates to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT C SEATTLE FILMWORKSUNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. 1260 16th Avenue West Xxxxxxx, XX 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP SHARES OF PREFERRED SHARES The STOCK OF VALMONT INDUSTRIES, INC. On December 19, 1995, the Board of Directors (the "Board") of Seattle FilmWorksValmont Industries, Inc. (the "CorporationCompany") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Common Stock common stock, par value $1.00 per share, of the Company (the "Common Stock") of the Corporation). The dividend is payable to the shareholders of record on December 27January 8, 1999 1996 (the "Record Date"), and with respect ) to shares the stockholders of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Daterecord on that date. Except as set forth below, each Right, when it becomes exercisable, Each Right entitles the registered holder to purchase from the Corporation Company one one-thousandth (1/1000th) of a share of Series RP A Junior Participating Preferred Stock, $.01 par value $1.00 per share share, (the "Preferred Stock"), ) of the Corporation Company at a price of $22.00 100.00 per one one-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of December 19, 1995, as the same may be amended from time to time (the "Rights Agreement") ), between the Corporation Company and ChaseMellon Shareholder Services L.L.C.First National Bank of Omaha, as Rights Agent (the "Rights Agent"), dated as of December 16, 1999. Initially, Until the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons having acquired, without the prior approval of the Corporation's Board of Directors, (an "Acquiring Person") has acquired beneficial ownership of securities which represent 15% or more of the voting power (the "Voting Power") outstanding shares of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board may determineof Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of affiliated 15% or associated persons becoming an Acquiring Person more of the outstanding shares of Common Stock (as hereinafter defined) (the earlier of such dates being called the "Distribution Date"). A person or group whose acquisitions , the Rights will be evidenced, with respect to any of shares of the Common Stock cause certificates outstanding as of the Record Date, by such Common Stock certificate together with a Distribution Date pursuant to clause (i) above is an copy of this Summary of Rights. An "Acquiring Person," with shall not include the Company, its employee benefit plans, or, subject to certain exceptions as set forth in the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreementconditions, then such security holder will not be deemed an Acquiring Person with respect to such securitiesXxxxxx X. Xxxxxxxxx and his related persons and entities. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of shares issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoRights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates Certificates") will be mailed to the holders of record of the shares of Common Stock as of the Close close of Business (as defined in the Rights Agreement) business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and Date. The Rights will expire at the close of business on December 2719, 20092005 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Corporation Company, in each case as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then then-current market price of the Preferred Stock or (iii) upon the distribution to holders of shares of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly periodic cash dividendsdividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right are also is subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share but, if greater, but will be entitled to an aggregate dividend per share of 1,000 1000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $100 per share in (plus any accrued but unpaid dividends) but will be entitled to an amount equal to the greater aggregate payment of $22.00 or 1,000 1000 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each . Each share of Preferred Stock and will have 1000 votes, voting together with the Common Stock so held, respectivelyStock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the amount Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of accrued and unpaid dividends on a Right at the Preferred Stock is equivalent to six full quarterly dividends or morethen-current exercise price of the Right, the holders that number of shares of Common Stock having a market value of two times the Preferred Stock shall exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the rightright to receive, voting as a classupon the exercise thereof at the then-current exercise price of the Right, to elect two directors in addition to the directors elected by the holders that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction has a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, for shares of Common Stock until all cumulative dividends on the or Preferred Stock have been paid (or set apart for payment through a series of the last quarterly dividend payment date. No Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional shares share of Preferred Stock will be issued (or other than fractions which are one one-thousandth (1/1000th)preferred stock) equivalent in value thereto, or integral multiples of one one-thousandth (1/1000th) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exerciseper Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise. At any time prior to the earlier to occur of (i) a person becoming time an Acquiring Person or (ii) becomes such, the expiration Board of Directors of the Rights, and under certain other circumstances, the Corporation Company may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 .01 per Right (the "Redemption Price"), which . The redemption shall be effective upon the action of the Board. Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights Agent, all of the provisions of the Rights Agreement may be amended by made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Corporation prior Rights, the right to exercise the Distribution Date, except that Rights will terminate and the affirmative vote only right of the holders of a majority of Rights will be to receive the then outstanding Rights (excluding Rights which have become void in accordance with Redemption Price. For so long as the Rights Agreement) will be required (i) to increase are then redeemable, the Purchase PriceCompany may, to reduce the price at which the Rights may be redeemed and/or to amend, in a manner adverse except with respect to the interests of the holders of Rightsredemption price, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respectmanner. After the Rights are no longer redeemable, the Company may, except with respect to the redemption price, amend the Rights in any manner that does not adversely affect the interests of holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder stockholder of the CorporationCompany, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A dated December __, 1995. A copy of the Rights Agreement is available free of charge from the CorporationCompany. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as the same may be amended from time to time, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE.

Form of Reverse Side of Right Certificate. continued ------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised beneficially owned by, and were not acquired by or on behalf of a Person who is or was the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------- ---------------------------------- Signature Notice ------------------------------------------------------------------------- NOTICE ------ The signature on in the foregoing Forms Form of Assignment and or Form of Election and certificates to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and such Assignment or Election to Purchase will not be honored. B-6 Exhibit C SEATTLE FILMWORKSUNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND RIGHTS OWNED BY OR TRANSFERRED TO CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. 1260 16th Avenue West Xxxxxxx, XX 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP SHARES OF PREFERRED SHARES The STOCK OF CELSION CORPORATION On August 6, 2002, the Board of Directors of Celsion Corporation (the "BoardCompany") of Seattle FilmWorks, Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Common Stock common stock, par value $.01 per share, of the Company (the "Common Stock") of the Corporation). The dividend is payable September 2, 2002 to the shareholders stockholders of record on December 27August 6, 1999 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date2002. Except as set forth below, each Right, when it becomes exercisable, Each Right entitles the registered holder to purchase from the Corporation Company one oneten-thousandth (1/1000th) of a share of Series RP C Junior Participating Preferred Stock, par value $.01 par value per share share, of the Company (the "Preferred Stock"), of the Corporation ) at a price of $22.00 4.46 per one oneten-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of August 15, 2002, as the same may be amended from time to time (the "Rights Agreement") ), between the Corporation Company and ChaseMellon Shareholder Services L.L.C., American Stock Transfer & Trust Company as Rights Agent (the "Rights Agent"), dated as of December 16, 1999. Initially, Until the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest earlier to occur of (i) 10 calendar days following a public announcement that a person or group of affiliated or associated persons having acquired(with certain exceptions, without the prior approval of the Corporation's Board of Directors, an "Acquiring Person") has acquired beneficial ownership of securities which represent 15% or more of the voting power (the "Voting Power") outstanding shares of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board may determineof Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of affiliated 15% or associated persons becoming an Acquiring Person more of the outstanding shares of Common Stock (as hereinafter defined) (the earlier of such dates being called the "Distribution Date"). A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in , the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreementwill be evidenced, then such security holder will not be deemed an Acquiring Person with respect to any of the Common Stock certificates outstanding as of the Record Date, by such securitiesCommon Stock certificate together with this Summary of Rights. The Rights Agreement provides that, until the Distribution DateDate (or earlier expiration of the Rights), the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of shares issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoRights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates Certificates") will be mailed to the holders of record of the shares of Common Stock as of the Close close of Business (as defined in the Rights Agreement) business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and Date. The Rights will expire at on August 15, 2012 (the close of business on December 27, 2009"Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Corporation Company, in each case as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then then-current market price of the Preferred Stock or (iii) upon the distribution to holders of shares of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly periodic cash dividendsdividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right are also is subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $1.00 100 per share butshare, if greater, will be entitled and (b) an amount equal to an aggregate dividend per share of 1,000 10,000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of shares of the Preferred Stock will be entitled to a minimum preferential liquidation payment of the greater of (a) $100 per share in (plus any accrued but unpaid dividends), and (b) an amount equal to the greater of $22.00 or 1,000 10,000 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each . Each share of Preferred Stock and will have 10,000 votes, voting together with the Common Stock so held, respectivelyStock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 10,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one ten-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the amount Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of accrued and unpaid dividends on the Preferred Stock is equivalent to six full quarterly dividends or more, the holders a Right that number of shares of Common Stock having a market value of two times the Preferred Stock shall exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right, voting as right to receive upon the exercise of a class, to elect two directors in addition to the directors elected by the holders Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock until all cumulative dividends on the or Preferred Stock have been paid (or set apart for payment through a series of the last quarterly dividend payment date. No Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional shares share of Preferred Stock will be issued (or other than fractions which are one one-thousandth (1/1000th)preferred stock) equivalent in value thereto, or integral multiples of one one-thousandth (1/1000th) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exerciseper Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. At any time prior to the earlier to occur of (i) a person becoming time an Acquiring Person or (ii) becomes such, the expiration Board of Directors of the Rights, and under certain other circumstances, the Corporation Company may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 .01 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part) payable, at the Redemption Priceoption of the Company, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of cash, shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations such other form of the Rights Agent, all of the provisions of the Rights Agreement may be amended by consideration as the Board of Directors of the Corporation prior Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Distribution Date, except that Rights will terminate and the affirmative vote only right of the holders of a majority of Rights will be to receive the then outstanding Rights (excluding Rights which have become void in accordance with Redemption Price. For so long as the Rights Agreement) will be required (i) are then redeemable, the Company may, except with respect to increase the Purchase Redemption Price, to reduce the price at which amend the Rights may be redeemed and/or Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to amendthe Redemption Price, amend the Rights Agreement in a any manner adverse to that does not adversely affect the interests of the holders of the Rights, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect. Until a Right is exercisedexercised or exchanged, the holder thereof, as such, will have no rights as a shareholder stockholder of the CorporationCompany, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE.

Form of Reverse Side of Right Certificate. continued ----------------------------------------------------------------- (To be completed) The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised beneficially owned by, and were not acquired by or on behalf of a Person who is or was the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined ---------------------- Signature ----------------------------------------------------------------- NOTICE ------ The signature in the Rights Agreement). ----------------------------------- Signature Notice The signature on the foregoing Forms Form of Assignment and or Form of Election and certificates to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SEATTLE FILMWORKSUNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. 1260 16th Avenue West Xxxxxxx, XX 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP PREFERRED SHARES The Shares of Preferred Stock On November 6, 2000, the Board of Directors of Xxxxxxx-Xxxxxx Corporation (the "BoardCompany") of Seattle FilmWorks, Inc. (the "Corporation") has declared a dividend distribution of one preferred share stock purchase right (a "Right") for each outstanding share of Common Stock Stock, par value $1 per share, of the Company (the "Common Stock") of the Corporation). The dividend is payable to the shareholders of record on December 27November 21, 1999 2000 (the "Record Date"), and with respect ) to shares the stockholders of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Daterecord on that date. Except as set forth below, each Right, when it becomes exercisable, Each Right entitles the registered holder to purchase from the Corporation Company one one-thousandth (1/1000th) of a share of Series RP A Participating Preferred Stock, $.01 par value $1 per share (the "Preferred Stock"), ) of the Corporation Company at a price of $22.00 235 per one one-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement Agreement, dated as of November 6, 2000, as the same may be amended from time to time (the "Rights Agreement") ), between the Corporation Company and ChaseMellon Shareholder Services L.L.C.Services, L.L.C. a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), dated as of December 16, 1999. Initially, Until the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons having acquired, without the prior approval of the Corporation's Board of Directors, (an "Acquiring Person") has acquired beneficial ownership of securities which represent 15% or more of the voting power (the "Voting Power") outstanding shares of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board may determineof Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of affiliated 15% or associated persons becoming an Acquiring Person more of the outstanding shares of Common Stock (as hereinafter defined) (the earlier of such dates being called the "Distribution Date"). A person or group whose acquisitions , the Rights will be evidenced, with respect to any of the shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights Agreement. The date that a person represented by certificates for Common Stock or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreement, then such security holder will not be deemed an Acquiring Person represented by ownership statements issued with respect to uncertificated shares of Common Stock ("Ownership Statement") outstanding as of the Record Date, by such securitiesCommon Stock certificate or Ownership Statement together with a copy of this Summary of Rights attached thereto. Unitrin, Inc. and its subsidiaries currently own approximately 43% of the outstanding shares of Common Stock. The Rights Agreement does not restrict the Unitrin companies so long as they do not acquire beneficial ownership of additional shares of Common Stock in excess of 1% of the outstanding shares of Common Stock at such time. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates or Ownership Statements issued after the Record Date upon transfer or new issuance of shares issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even or the transfer of any shares of Common Stock represented by an Ownership Certificate outstanding on the Record Date, in either case with or without such notation or a copy of this Summary of Rights being attached theretoRights, will also also, except as otherwise provided, constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatecertificate or Ownership Statement. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates Certificates") will be mailed to the holders of record of the shares of Common Stock as of the Close close of Business (as defined in the Rights Agreement) business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire no later than November 6, 2010 (the "Final Expiration Date"), unless the Final Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below, and the Rights will expire at such time as the close of business on December 27, 2009, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except merger to be effected pursuant to the Agreement and Plan of Merger dated as of November 6, 2000, by and among the Company, Unitrin, Inc., a tender or exchange offer which Delaware corporation and CW Disposition Company, a Delaware corporation, is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Rightconsummated. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then then-current market price of the Preferred Stock or (iii) upon the distribution to holders of shares of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly periodic cash dividendsdividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share but, if greater, but will be entitled to an aggregate dividend per share of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Stock will be entitled to a minimum preferential liquidation payment per share in an amount equal to the greater of (i) $22.00 or 1,000 per share (plus any accrued but unpaid dividends) and (ii) an aggregate payment of 1,000 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each . Each share of Preferred Stock will have one vote, and will vote together with the Common Stock so held, respectivelyStock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend and liquidation rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock, except that each one one-thousandth of a share of Preferred Stock will only have one one-thousandth of a vote. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights beneficially owned by the amount Acquiring Person or any affiliate or associate of accrued and unpaid dividends on the Preferred Stock is equivalent Acquiring Person or certain other transferees (which will thereupon become void), will thereafter have the right to six full quarterly dividends or morereceive upon exercise of a Right at the then current exercise price of the Right, the holders that number of shares of Common Stock, or that number of one one-thousandths of a share of Preferred Stock, having a market value of two times the Preferred Stock shall exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person or any affiliate or associate of the Acquiring Person or certain other transferees which will have become void) will thereafter have the rightright to receive, voting as a classupon the exercise thereof at the then current exercise price of the Right, to elect two directors in addition to the directors elected by the holders that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent), which number of shares at the time of such transaction will have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock until all cumulative dividends on or the occurrence of an event described in the prior paragraph, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a share of Preferred Stock have been paid (or set apart for payment through of a share of a class or series of the last quarterly dividend payment dateCompany's preferred stock having equivalent rights, preferences and privileges, other than voting rights), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are one one-thousandth (1/1000th), or integral multiples of one one-thousandth (1/1000th) of a share of Preferred Stock, which may, at the election of the CorporationCompany, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. At any time prior to the earlier to occur of (i) a person becoming time an Acquiring Person or (ii) becomes such, the expiration Board of Directors of the Rights, and under certain other circumstances, the Corporation Company may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 .01 per Right (the "Redemption Price"), which . The redemption shall be effective upon the action of the Board. Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights Agent, all of the provisions of the Rights Agreement may be amended by made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Corporation prior Rights, the right to exercise the Distribution Date, except that Rights will terminate and the affirmative vote only right of the holders of a majority of Rights will be to receive the then outstanding Rights (excluding Rights which have become void in accordance with Redemption Price. For so long as the Rights Agreement) will be required (i) to increase are then redeemable, the Purchase PriceCompany may, to reduce the price at which the Rights may be redeemed and/or to amend, in a manner adverse except with respect to the interests of the holders of Rightsredemption price, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respectmanner. After the Rights are no longer redeemable, the Company may, except with respect to the redemption price, amend the Rights in any manner that does not adversely affect the interests of holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder stockholder of the CorporationCompany, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A dated November 8, 2000. A copy of the Rights Agreement is available free of charge from the CorporationCompany. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as the same may be amended from time to time, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE.

Form of Reverse Side of Right Certificate. continued The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------- ------------------------------------------- Signature Notice The signature on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SEATTLE FILMWORKSWASHINGTON MUTUAL, INC. 1260 16th Avenue West 1000 Xxxxx Xxxxxx Xxxxxxx, XX Xxxxxxxxxx 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP PREFERRED SHARES The Board of Directors (the "Board") of Seattle FilmWorksWashington Mutual, Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock") of the Corporation. The dividend is payable to the shareholders stockholders of record on December 27January 4, 1999 2001 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Corporation one one-thousandth (1/1000th) of a share of Series RP Preferred Stock, $.01 par value per share (the "Preferred Stock"), of the Corporation at a price of $22.00 200.00 per one one-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Corporation and ChaseMellon Shareholder Services Mellon Investor Services, L.L.C., as Rights Agent (the "Rights Agent"), dated as of December 1620, 19992000. Initially, the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) a person or group of affiliated or associated persons having acquired, without the prior approval of the Corporation's Board of Directors, beneficial ownership of securities which represent 15% or more of the voting power (the "Voting Power") of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) or (ii) 10 days (or such later date as the Board may determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in a person or group of affiliated or associated persons becoming an Acquiring Person (as hereinafter defined) (the "Distribution Date"). A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreement, then such security holder will not be deemed an Acquiring Person with respect to such securities. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of shares of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, Right Certificates will be mailed to the holders of record of the shares of Common Stock as of the Close of Business (as defined in the Rights Agreement) on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire at the close of business on December 27January 4, 20092011, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders stockholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock or other securities issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then current market price of the Preferred Stock or (iii) upon the distribution to holders of shares of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but, if greater, will be entitled to an aggregate dividend per share of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Stock will be entitled to a minimum preferential liquidation payment per share in an amount equal to the greater of 1,000 times $22.00 200.00 or 1,000 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. In the event that the amount of accrued and unpaid dividends on the Preferred Stock is equivalent to six full quarterly dividends or more, the holders of shares of the Preferred Stock shall have the right, voting as a class, to elect two directors in addition to the directors elected by the holders of shares of the Common Stock until all cumulative dividends on the Preferred Stock have been paid or set apart for payment through the last quarterly dividend payment date. No fractional shares of Preferred Stock will be issued (other than fractions which are one one-thousandth (1/1000th), ) or integral multiples of one one-thousandth (1/1000th) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. At any time prior to the earlier to occur of (i) a person becoming an Acquiring Person or (ii) the expiration of the Rights, and under certain other circumstances, the Corporation may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights Agent, all of the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation prior to the Distribution Date, except that the affirmative vote of the holders of a majority of the then outstanding Rights (excluding Rights which have become void in accordance with the Rights Agreement) will be required (i) to increase the Purchase Price, to reduce the price at which the Rights may be redeemed and/or to amend, in a manner adverse to the interests of the holders of Rights, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE.

Form of Reverse Side of Right Certificate. continued -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised beneficially owned by, and were not acquired by or on behalf of a Person who is or was the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------- ------------------------------------ Signature Notice -------------------------------------------------------------------------------- NOTICE The signature on in the foregoing Forms Form of Assignment and or Form of Election and certificates to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT C SEATTLE FILMWORKSUNDER CERTAIN CIRCUMSTANCES, INCAS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. 1260 16th Avenue West Xxxxxxx, XX 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP SHARES OF PREFERRED SHARES The STOCK OF CATHAY BANCORP, INC. On November 16, 2000, the Board of Directors (the "Board") of Seattle FilmWorksCathay Bancorp, Inc. (the "CorporationCompany") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Common Stock common stock, par value $.01 per share, of the Company (the "Common Stock") of the Corporation). The dividend is payable on January 19, 2001 to the shareholders stockholders of record on December 2720, 1999 2000 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, Each Right entitles the registered holder to purchase from the Corporation Company one one-thousandth (1/1000th) of a share of Series RP A Junior Participating Preferred Stock, par value $.01 par value per share share, of the Company (the "Preferred Stock"), of the Corporation ) at a price of $22.00 200 per one one-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 16, 2000, as the same may be amended from time to time (the "Rights Agreement") ), between the Corporation Company and ChaseMellon Shareholder Services L.L.C.American Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"), dated as of December 16, 1999. Initially, Until the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons having acquired(with certain exceptions, without the prior approval of the Corporation's Board of Directors, an "Acquiring Person") has acquired beneficial ownership of securities which represent 15% or more of the voting power (the "Voting Power") outstanding shares of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board may determineof Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of affiliated 15% or associated persons becoming an Acquiring Person more of the outstanding shares of Common Stock (as hereinafter defined) (the earlier of such dates being called the "Distribution Date"). A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in , the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreementwill be evidenced, then such security holder will not be deemed an Acquiring Person with respect to any of the Common Stock certificates outstanding as of the Record Date, by such securitiesCommon Stock certificate together with this Summary of Rights. The Rights Agreement provides that, until the Distribution DateDate (or earlier expiration of the Rights), the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of shares issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached theretoRights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates Certificates") will be mailed to the holders of record of the shares of Common Stock as of the Close close of Business (as defined in the Rights Agreement) business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and Date. The Rights will expire at on November 16, 2010 (the close of business on December 27, 2009"Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Corporation Company, in each case as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock or other securities or property issuable, upon exercise of the Rights are is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then then-current market price of the Preferred Stock or (iii) upon the distribution to holders of shares of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly periodic cash dividendsdividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right are also is subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $1.00 10.00 per share butshare, if greater, will be entitled and (b) an amount equal to an aggregate dividend per share of 1,000 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of shares of the Preferred Stock will be entitled to a minimum preferential liquidation payment of the greater of (a) $10.00 per share in (plus any accrued but unpaid dividends), and (b) an amount equal to the greater of $22.00 or 1,000 1000 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each . Each share of Preferred Stock and will have 1000 votes, voting together with the Common Stock so held, respectivelyStock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the amount Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of accrued and unpaid dividends on the Preferred Stock is equivalent to six full quarterly dividends or more, the holders a Right that number of shares of Common Stock having a market value of two times the Preferred Stock shall exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right, voting as right to receive upon the exercise of a class, to elect two directors in addition to the directors elected by the holders Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock until all cumulative dividends on the or Preferred Stock have been paid (or set apart for payment through a series of the last quarterly dividend payment date. No Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional shares share of Preferred Stock will be issued (or other than fractions which are one one-thousandth (1/1000th)preferred stock) equivalent in value thereto, or integral multiples of one one-thousandth (1/1000th) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exerciseper Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market price of the Preferred Stock or the Common Stock. At any time prior to the earlier to occur of (i) a person becoming time an Acquiring Person or (ii) becomes such, the expiration Board of Directors of the Rights, and under certain other circumstances, the Corporation Company may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 .01 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part) payable, at the Redemption Priceoption of the Company, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of cash, shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations such other form of the Rights Agent, all of the provisions of the Rights Agreement may be amended by consideration as the Board of Directors of the Corporation prior Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Distribution Date, except that Rights will terminate and the affirmative vote only right of the holders of a majority of Rights will be to receive the then outstanding Rights (excluding Rights which have become void in accordance with Redemption Price. For so long as the Rights Agreement) will be required (i) are then redeemable, the Company may, except with respect to increase the Purchase Redemption Price, to reduce the price at which amend the Rights may be redeemed and/or Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to amendthe Redemption Price, amend the Rights Agreement in a any manner adverse to that does not adversely affect the interests of the holders of the Rights, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE.

Form of Reverse Side of Right Certificate. continued The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred by or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------- ------------------------------------------- Signature Notice The signature on the foregoing Forms of Assignment and Election and certificates must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Corporation and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SEATTLE FILMWORKSWASHINGTON MUTUAL, INC. 1260 16th Avenue West 1000 Xxxxx Xxxxxx Xxxxxxx, XX Xxxxxxxxxx 00000 FORM OF SUMMARY OF RIGHTS TO PURCHASE SERIES RP PREFERRED SHARES The Board of Directors (the "Board") of Seattle FilmWorksWashington Mutual, Inc. (the "Corporation") has declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Common Stock (the "Common Stock") of the Corporation. The dividend is payable to the shareholders stockholders of record on December 27January 4, 1999 2001 (the "Record Date"), and with respect to shares of Common Stock issued thereafter until the Distribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Corporation one one-thousandth (1/1000th) of a share of Series RP Preferred Stock, $.01 par value per share (the "Preferred Stock"), of the Corporation at a price of $22.00 200.00 per one one-thousandth (1/1000th) of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Corporation and ChaseMellon Shareholder Services Mellon Investor Services, L.L.C., as Rights Agent (the "Rights Agent"), dated as of December 1620, 19992000. Initially, the Rights will be attached to all certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock upon the earliest to occur of (i) a person or group of affiliated or associated persons having acquired, without the prior approval of the Corporation's Board of Directors, beneficial ownership of securities which represent 15% or more of the voting power (the "Voting Power") of the then outstanding voting securities of the Corporation (except pursuant to a Permitted Offer, as hereinafter defined) or (ii) 10 days (or such later date as the Board may determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in a person or group of affiliated or associated persons becoming an Acquiring Person (as hereinafter defined) (the "Distribution Date"). A person or group whose acquisitions of shares of Common Stock cause a Distribution Date pursuant to clause (i) above is an "Acquiring Person," with certain exceptions as set forth in the Rights Agreement. The date that a person or group is first publicly announced to have become such by the Corporation or such Acquiring Person is the "Shares Acquisition Date." If any security holder provides evidence satisfactory to the Board of beneficial ownership of shares of Common Stock representing 15% or more of the Voting Power as of immediately prior to the first public announcement of the execution of the Rights Agreement, then such security holder will not be deemed an Acquiring Person with respect to such securities. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the associated shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of shares of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, Right Certificates will be mailed to the holders of record of the shares of Common Stock as of the Close of Business (as defined in the Rights Agreement) on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire at the close of business on December 27January 4, 20092011, unless earlier redeemed by the Corporation as described below. In the event that any person becomes an Acquiring Person (except pursuant to a tender or exchange offer which is for all outstanding shares of Common Stock at a price and on terms which a majority of certain members of the Board determines to be adequate and in the best interests of the Corporation, its shareholders stockholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer")), each holder of a Right will thereafter have the right (the "Flip-In Right") to receive, upon exercise, the number of shares of Common Stock (or, in certain circumstances, of one one-thousandths (1/1000ths) of a share of Preferred Stock or other securities of the Corporation) having a value (immediately prior to such triggering event) equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of the event described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof will be null and void. The Board has the option, at any time after any person becomes an Acquiring Person, to exchange all or part of the then-exercisable Rights (excluding those that have become void, as described in the immediately preceding sentence) for shares of Common Stock, at an exchange ratio determined by dividing the then-applicable Purchase Price by the then-current market price per share of Common Stock as determined in accordance with the Rights Agreement. However, this option generally terminates if any person becomes the beneficial owner of shares representing 50% or more of the Voting Power. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to (x) an Acquiring Person or any affiliate or associate thereof or (y) any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or in concert with such Acquiring Person, affiliate or associate, or (z) if, in such transaction, all holders of shares of Common Stock are not treated alike, any other person, then each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common shares of the acquiring company (or, in certain circumstances, its parent), having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip-In Right. The Purchase Price payable, and the number of shares of Preferred Stock, shares of Common Stock or other securities issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of shares of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then current market price of the Preferred Stock or (iii) upon the distribution to holders of shares of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths (1/1000ths) of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Stock or a stock dividend on the Common Stock payable in Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but, if greater, will be entitled to an aggregate dividend per share of 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of shares of the Preferred Stock will be entitled to a minimum preferential liquidation payment per share in an amount equal to the greater of 1,000 times $22.00 200.00 or 1,000 times the payment made per share of Common Stock plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series RP Liquidation Preference"); thereafter, and after the holders of shares of the Common Stock receive a liquidation payment of an amount equal to the quotient obtained by dividing the Series RP Liquidation Preference by 1,000 (subject to certain adjustments for stock splits, stock dividends and recapitalizations with respect to the Common Stock), the holders of shares of the Preferred Stock and the holders of the Common Stock will share the remaining assets in the ratio of 1,000 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. In the event that the amount of accrued and unpaid dividends on the Preferred Stock is equivalent to six full quarterly dividends or more, the holders of shares of the Preferred Stock shall have the right, voting as a class, to elect two directors in addition to the directors elected by the holders of shares of the Common Stock until all cumulative dividends on the Preferred Stock have been paid or set apart for payment through the last quarterly dividend payment date. No fractional shares of Preferred Stock will be issued (other than fractions which are one one-thousandth (1/1000th), ) or integral multiples of one one-thousandth (1/1000th) of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. At any time prior to the earlier to occur of (i) a person becoming an Acquiring Person or (ii) the expiration of the Rights, and under certain other circumstances, the Corporation may redeem the Rights in whole, but not in part, at a price (payable in cash or, at the Corporation's election, in Common Stock) of $.001 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board. Additionally, following the Shares Acquisition Date, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of shares of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates. Other than those provisions relating to the rights, duties and obligations of the Rights Agent, all of the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation prior to the Distribution Date, except that the affirmative vote of the holders of a majority of the then outstanding Rights (excluding Rights which have become void in accordance with the Rights Agreement) will be required (i) to increase the Purchase Price, to reduce the price at which the Rights may be redeemed and/or to amend, in a manner adverse to the interests of the holders of Rights, the exchange ratio of rights for shares of Common Stock and (ii) following a Distribution Date, to supplement or amend any provision of the Rights Agreement or the Rights in any other respect. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder stockholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders stockholders of the Corporation, shareholders stockholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Corporation. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. TABLE OF CONTENTS PAGE.