Common use of Form of Rights Certificates Clause in Contracts

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "“Purchase Price"”), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, and do not affect the rights, duties or responsibilities of the Rights Agent or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) FORM; DATE. The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B 2 hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedany securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) and Section 23 hereof22 (Issuance of New Rights Certificates), the Rights Certificates, whenever distributed, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such number of one oneten-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one oneten-thousandth of a share set forth therein (is referred to herein as the "Purchase Price"), but the number amount and type of such shares securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares Preferred Stock and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company and the Rights Agent may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain contain, to the extent the Rights Agent has appropriate notice, the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths tenths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and American Stock Transfer & Trust Company, as Rights Agent, dated as of February 17, 1998 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any date of such Rights Certificatemailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase shares and the form of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in attached hereto as Exhibit B hereto with such changes and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Rights Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedquoted, or to conform confirm to usage. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights CertificatesCertificates whenever issued, whenever distributed, shall be dated as of the Record Date, and on their face shall will entitle the holders thereof to purchase such number of one one-thousandths of a share of Series A Junior Preferred Stock as shall be are set forth therein at the price per one one-thousandth of a share Purchase Price set forth therein (the "Purchase Price")therein, but the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of such shares and the Purchase Price shall Rights outstanding will be subject to adjustment as provided herein. (b) Any Notwithstanding any other provision of this Rights Agreement, any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned that may be or may have been at any time on or after the Distribution Date Beneficially Owned by an Acquiring Person or any Affiliate or Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person (or any Associate or Affiliate thereof or to any nominee purported transferee of such Acquiring PersonRights) may have impressed on, Associate printed on, written on or Affiliate, and any Rights Certificate issued pursuant otherwise affixed to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain it the following legend: The Beneficial Owner of the Rights represented by this Rights Certificate were issued to a Person who was may be an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, (as such terms are defined in the Rights Agreement) of an Acquiring Person or a subsequent holder of a Rights Certificate beneficially owned by such Persons. This Accordingly, under certain circumstances as provided in the Rights Agreement, this Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreementwill be null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained imprinted on any such Rights Certificate. The Company shall give notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock Shares as shall be set forth therein at the price per one one-thousandth of a share Preferred Share set forth therein (the "“Purchase Price"”), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares Preferred Shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain a legend in substantially the following legendform: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring PersonTHE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE ISSUED TO A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON, as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) of the Rights AgreementOF THE RIGHTS AGREEMENT. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-ten thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-ten thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "“Purchase Price"”), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain a legend in substantially the following legendform: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer national quotation system on which the Rights may from time to time be listed or tradedquoted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share set forth therein therein, such price to be initially equal to the amount set forth in Section 7(b) below (the "“Purchase Price"”), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring PersonTHE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE HELD BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON, as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) of the Rights AgreementOF THE RIGHTS AGREEMENT. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section Sections 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and Bank of Boston, as Rights Agent, dated as of December 7, 1995 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any such Rights Certificatedate of mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (the "Rights Certificates"), and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) , shall each be substantially in the form set forth in Exhibit B C hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange exchange, or interdealer quotation system the regulations of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), on which the Rights may from time to time be listed or tradedquoted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one one-one- thousandth of a share set forth therein (of Preferred Stock being hereinafter referred to as the "Purchase Price"), but . The amount and type of securities purchasable upon the number exercise of such shares each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by by: (i) an Acquiring Person, an Adverse Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or Adverse Person, (ii) a transferee of an Acquiring Person or Adverse Person (or of any Associate or Affiliate thereof of an Acquiring Person or Adverse Person) who becomes a transferee after the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of an Acquiring Person or Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from any such Associate or Affiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or in any such Associate or Affiliate) or to any nominee of Person with whom such Acquiring Person, Person or Adverse Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which at least a majority of the members of the Board of Directors of the Company who are not officers of the Company and who are not representatives, nominees, Affiliates or Associates of an Acquiring Person or an Adverse Person has determined (whether before or after such transfer) is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 22 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or Adverse Person or an Affiliate or an Associate of an Acquiring Person, Person or Adverse Person (as such terms are defined in the Rights AgreementAgreement between Shared Medical Systems Corporation and Pittsburgh National Bank dated as of May 1, 1991, as the same may be amended). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights such Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative apply to Rights beneficially owned by any and all such Persons regardless of whether or not the foregoing legend is contained on any such Rights CertificateCertificates.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Class A Common Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and Fleet National Bank (f/k/a The First National Bank of Boston), as Rights Agent (the "Rights Agent"), dated as of June 6, 1990, as amended and restated on May 23, 2000 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any date of such Rights Certificatemailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase shares and form of assignment and certificates to be printed on the reverse thereofassignment) shall each be in substantially in the form set forth in of Exhibit B hereto and may have such contain whatever marks of identification or designation and such and/or legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 23 hereofthis Agreement, the Rights Certificates, whenever distributedissued, shall be dated as of the Record Date, show the date of counter signature, and on their face shall entitle the holders thereof to purchase such the number of one one-thousandths of a share shares of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share Purchase Price set forth therein (the "Purchase Price")therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Associate Rights owned on or Affiliate thereof after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such the Acquiring Person, Associate or Affiliate, Person and any Rights Certificate issued pursuant to Section 6 or Section 11 13 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall may contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of became an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions Company shall instruct the Rights Agent in writing of Section 7(e) of this the Rights Agreement which should be so legended and shall be operative whether or not supply the foregoing legend is contained on any Rights Agent with such legended Rights CertificateCertificates.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain (to the extent feasible) the following legend: “The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and American Stock Transfer & Trust Company, as Rights Agent, (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any date of such Rights Certificatemailing, without charge upon written request.”

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and BankBoston N.A., as Rights Agent, dated as of February 13, 1998 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any date of such Rights Certificatemailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase shares (and the form of assignment and certificates to be printed on the reverse thereofassignment) shall each be in substantially in the form set forth in attached hereto as Exhibit B hereto B, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usagelisted. Subject to the provisions of Section 11 and Section 23 hereofthis Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such the number of one one-thousandths of a share shares of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share Purchase Price set forth therein (the "Purchase Price")herein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Associate Rights owned on or Affiliate thereof after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such an Acquiring Person, Associate or Affiliate, Person and any Rights Certificate issued pursuant to Section 6 or Section 11 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall may contain the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Associate or Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may will become void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election elec- tion to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification indemnifi- cation or designation and such legends, summaries or endorsements endorse- ments printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth hundredth of a share set forth therein (the "Purchase Pur- chase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section Sec- tion 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate Af- filiate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant pur- suant to Section 6 or Section 11 upon transfer, exchange, replacement re- placement or adjustment of any other Rights Certificate referred re- ferred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void to the extent provided by, and under the certain circumstances as specified in in, Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase shares and form of assignment and certificates to be printed on the reverse thereofassignment) shall each be in substantially in the form set forth in attached hereto as Exhibit B hereto A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereofthis Agreement, the Rights Certificates, whenever distributedissued, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Stock as Common Shares which shall be set forth therein at the price per one one-thousandth of a share Purchase Price set forth therein (the "Purchase Price")therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Associate Rights owned on or Affiliate thereof after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, Person and any Rights Certificate issued pursuant to Section 6 or Section 11 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall may contain the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and BankBoston, N.A., as Rights Agent, dated as of July 27, 1998 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any date of such Rights Certificatemailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of September 11, 2001 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any date of such Rights Certificatemailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation transaction reporting system on which the Rights may from time to time be listed or tradedquoted, or to conform to usage. The Rights Certificates shall be in machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights Certificates, whenever distributedissued, shall be dated as of the Record Date, and on their face shall will entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock Share as shall be are set forth therein at the price per one one-thousandth of a share Purchase Price set forth therein (the "Purchase Price")therein, but the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number of such shares and the Purchase Price Rights outstanding shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a3, Section 11(i) or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof which are null and any Rights Certificate issued at any time upon the transfer of any Rights void pursuant to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, Section 11(a)(ii) hereof and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain (to the extent feasible) the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: "The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e11(a)(ii) or Section 13 of the Rights Agreement. ." The provisions of Section 7(e11(a)(ii) of this Rights Agreement hereof shall be operative regardless of whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with regulation, including any rule or regulation of any stock exchange or interdealer quotation system other trading facility on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof22 of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number amount and type of such shares securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by an Acquiring a Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliatedescribed in Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights such Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number of such shares shares, the type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 23 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreementare null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, obligations, liabilities, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "“Purchase Price"”), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain a legend in substantially the following legendform: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section Sections 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and First Chicago Trust Company of New York, as Rights Agent, dated as of December 16, 1997 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any such Rights Certificatedate of mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section Sections 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and First Chicago Trust Company of New York, as Rights Agent, dated as of December 16, 1997 (the “Rights Agreement”)). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any such Rights Certificatedate of mailing, without charge upon written request.

Form of Rights Certificates. (a) Form; Date. The Class A Rights Certificates and the Class B Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto 3 and Exhibit 4 hereto, respectively, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedany securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of Section 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) and Section 23 hereof22 (Issuance of New Rights Certificates), the Rights Certificates, whenever distributed, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of the applicable series of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth of a share set forth therein (is referred to herein as the "Purchase PricePURCHASE PRICE"), but the number amount and type of such shares securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Datedate of this Agreement, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 23 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement, dated as of December 11, 1996). This Rights Certificate and the Rights represented hereby may become void to the extent provided by, and under the certain circumstances as specified in in, Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) a. The Rights Certificates (and the forms form of election to purchase shares assignment, exercise notice and of assignment and certificates certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B EXHIBIT A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange exchange, the Nasdaq Stock Market (or interdealer its successor) or regulated quotation system service on which the Rights may from time to time be listed traded or tradedquoted, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Exercise Price"), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Exercise Price shall be subject to adjustment as provided herein. (b) b. Any Rights Certificate issued pursuant to Section 3(a) hereof this Agreement that represents Rights beneficially owned by an (i) any Acquiring Person or any Affiliate or Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as each such terms are term is defined in the Shareholder Rights Agreement between the issuer and Xxxxx Fargo Bank Minnesota, N.A., as Rights Agent, dated as of February 21, 2001 (the "Shareholder Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Shareholder Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Shareholder Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any date of such Rights Certificatemailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "“Purchase Price"”), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and the certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which marks, designations, legends, summaries or endorsements shall not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Stock issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share Units of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (therein, provided, however, that the "Purchase Price")amount and type of securities, but cash or other assets that may be acquired upon the number exercise of such shares each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued that represents Rights which are null and void pursuant to Section 3(a7(e) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, this Agreement and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreementare null and void. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase shares (and the form of assignment and certificates to be printed on the reverse thereofassignment) shall each be in substantially in the form set forth in attached hereto as Exhibit B hereto and may have such marks of identification or designation and B, with such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreementappropriate, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usagelisted. Subject to the provisions of Section 11 and Section 23 hereofthis Agreement, the Rights Certificates, whenever when distributed, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such the number of one one-thousandths of a share shares of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share Purchase Price set forth therein (the "Purchase Price")herein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or that represents any Associate Rights owned on or Affiliate thereof after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such an Acquiring Person, Associate or Affiliate, Person and any Rights Certificate issued pursuant to Section 6 or Section 11 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall may contain the following legend: "The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Associate or Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may will become void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate."

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit EXHIBIT B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any law, rule or regulation made pursuant thereto or with regulation, including any rule or regulation of any stock exchange or interdealer quotation system other trading facility on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section SECTION 11 and Section 23 hereofSECTION 22 of this Agreement, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number amount and type of such shares securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section SECTION 3(a) or SECTION 22 hereof that represents Rights beneficially owned by an Acquiring a Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliatedescribed in SECTION 7(e) hereof, and any Rights Certificate issued pursuant to Section SECTION 6 or Section SECTION 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights such Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, and do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares Preferred Stock and of assignment and certificates to be printed on the reverse thereof) shall each be in substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company and the Rights Agent may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and Certificates on their face shall entitle the holders thereof to purchase such number numbers of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "“Purchase Price"”), but the number numbers of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain contain, to the extent the Rights Agent has appropriate notice, the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer national quotation system on which the Rights may from time to time be listed or tradedquoted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein therein, such price to be initially equal to the amount set forth in Section 7(b) below (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a3(b) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights AgreementTHE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE HELD BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) of the Rights AgreementOF THE RIGHTS AGREEMENT. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this 2004 Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereto, or with any rule or regulation of any stock exchange or interdealer quotation system the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") on which or with whom the Rights may from time to time be listed or tradedquoted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, Date and on their face shall entitle the record holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth of a share set forth therein (share, the "Purchase Price"), but the number amount and the type of such shares securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof which are null and any Rights Certificate issued at any time upon the transfer void pursuant to Section 7(e) of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliatethis Agreement, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights such Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on in any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.:

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and the certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties, obligations of liabilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Common Stock issued by the Company after the Record Date, as of the date of issuance of such Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share Units of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (therein, provided, however, that the "Purchase Price")amount and type of securities, but cash or other assets that may be acquired upon the number exercise of such shares each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued that represents Rights which are null and void pursuant to Section 3(a7(e) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, this Agreement and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) a legend in substantially the following legendform: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of are null and void. provided, however, that the Rights AgreementAgent shall not have any responsibility to ascertain the existence of facts that would require the imposition of such legend and shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Right Certificate.

Form of Rights Certificates. (a) The Agouron Stock Rights Certificates and the Oncology Division Stock Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof23, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-ten thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-ten thousandth of a share Preferred Share set forth therein (the "Purchase Price"), but the number of such shares one one-ten thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase shares and form of assignment and certificates to be printed on the reverse thereofassignment) shall each be in substantially in the form set forth in of Exhibit B hereto and may have such contain whatever marks of identification or designation and such and/or legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereofthis Agreement, the Rights Certificates, whenever distributedissued, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such the number of one one-thousandths of a share shares of Preferred Stock as which shall be set forth therein at the price per one one-thousandth of a share Purchase Price set forth therein (the "Purchase Price")therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Associate Rights owned on or Affiliate thereof after the Distribution Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such the Acquiring Person, Associate or Affiliate, Person and any Rights Certificate issued pursuant to Section 6 or Section 11 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall may contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights AgreementTHE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE ISSUED TO A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(eTHIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights CertificateOF THE RIGHTS AGREEMENT.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and distributed on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number amount and type of such shares securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 23(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof which are null and void pursuant to Section 7(e) of this Agreement and any Rights Certificate Certificates issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement) or certain related persons. This Accordingly, this Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreementare null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and the certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Company Common Stock issued by the Company after the Record Date, as of the date of issuance of such Company Common Stock) and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share Units of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (therein, provided, however, that the "Purchase Price")amount and type of securities, but cash or other assets that may be acquired upon the number exercise of such shares each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued that represents Rights which are null and void pursuant to Section 3(a7(e) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, this Agreement and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent the Rights Agent has knowledge thereof and to the extent feasible) a legend in substantially the following legendform: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring PersonTHE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights AgreementTHIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE NULL AND VOID. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Right Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system over-the-counter market on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. The form of the Rights Certificate shall be in a format reasonably satisfactory to the Rights Agent. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record Date, (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance) shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a), 11(i) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section Sections 6 or Section 11 hereof upon the transfer, split up, combination, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: legend (or a legend substantially in the form hereof): The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became and an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer national quotation system on which the Rights may from time to time be listed or tradedquoted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein therein, such price to be initially equal to the amount set forth in Section 7(b) below (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. . (b) Any Rights Certificate issued pursuant to Section 3(a3(b) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights AgreementTHE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE HELD BY A PERSON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights CertificateOF THE RIGHTS AGREEMENT.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B as EXHIBIT A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof23, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face Certificates shall entitle the holders thereof to purchase such number of one one-ten thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one one-ten thousandth of a share Preferred Share set forth therein (the "Purchase Price"), but the number of such shares one one-ten thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section Sections 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section Sections 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of June 20, 1997 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any such Rights Certificatedate of mailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and the certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A-1 and Exhibit A-2 hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or interdealer automated quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights issued with respect to Company Common Stock or Company Series A Preferred Stock after the Record Date, as of the date of issuance of such Company Common Stock or Company Series A Preferred Stock) and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share Units or shares of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (therein, provided, however, that the "Purchase Price")amount and type of securities, but cash or other assets that may be acquired upon the number exercise of such shares each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued that represents Rights which are null and void pursuant to Section 3(a7(e) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, this Agreement and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreementare null and void. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Right Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one oneten-thousandths of a share of Preferred Stock Share as shall be set forth therein at the price per one oneten-thousandth of a share Preferred Share set forth therein (the "Purchase Price"), but the number -------------- amount and type of such shares securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof which are null and any Rights Certificate issued at any time upon the transfer void pursuant to Section 7(e) of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, this Agreement and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring - 9 - Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement) or certain related persons. This Accordingly, this Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreementare null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one oneten-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one oneten-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 23 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreementare null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Amendment Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths thousandth of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "“Purchase Price"”), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void to the extent provided by, and under the certain circumstances as specified in in, Section 7(e) of the Amended Rights Agreement. The provisions of Section 7(e) of this Amended Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase shares and form of assignment and certificates to be printed on the reverse thereofassignment) shall each be in substantially in the form set forth in of Exhibit B hereto and may have such contain whatever marks of identification or designation and such and/or legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereofthis Agreement, the Rights Certificates, whenever distributedissued, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such the number of one one-thousandths of a share shares of Preferred Stock as which shall be set forth therein at the price per one one-thousandth of a share Purchase Price set forth therein (the "Purchase Price")therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Associate Rights owned on or Affiliate thereof after the Separation Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such the Acquiring Person, Associate or Affiliate, Person and any Rights Certificate issued pursuant to Section 6 or Section 11 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall may contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of became an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) ), when and if issued, shall each be substantially in the form set forth in Exhibit B hereto C and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to customary usage. Subject to the provisions of Section 11 and Section 23 hereof22, the Rights Certificates, whenever distributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the date of the issuance of such shares of Common Stock indicated in the books of the registrar and transfer agent), and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price per one one-thousandth hundredth of a share set forth therein (share, the "Purchase “Exercise Price"”), but the number amount and type of such shares securities purchasable upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment from time to time as provided hereinin Section 11 and Section 13(a). (b) Any Rights Certificate issued pursuant to Section 3(a), Section 11(a)(ii) hereof or Section 22 that represents Rights beneficially owned Beneficially Owned by any Person known to be (i) an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer Related Person of any Rights to such an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Associate Related Person thereof) to holders of equity interests in such Acquiring Person (or Affiliate thereof any Related Person thereof) or to any nominee of Person with whom such Acquiring PersonPerson (or any Related Person thereof) has any continuing agreement, Associate arrangement or Affiliateunderstanding, whether or not in writing, regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect of avoidance of Section 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to a Person who was Beneficially Owned by an Acquiring Person or an Affiliate or an Associate a Related Person of an Acquiring Person, Person (as such terms are defined in the Rights Agreement, dated as of September 22, 2020 (as the same may be amended from time to time, the “Rights Agreement”), by and between Stratus Properties Inc. and Computershare Inc., and any successor thereto, as rights agent) or a certain transferee of an Acquiring Person or a Related Person of an Acquiring Person. This Accordingly, this Rights Certificate and the Rights represented hereby may will become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The absence of the foregoing legend on any Rights Certificate shall in no way affect any of the other provisions of this Agreement, including the provisions of Section 7(e) ). The Company shall instruct the Rights Agent in writing of this the Right that should be so legended. The Company shall give written notice to the Rights Agreement shall be operative whether Agent as soon as practicable after it becomes aware of the existence and identity of any Acquiring Person or not any Related Person thereof. Until such notice is received by the foregoing legend is contained on any such Rights CertificateAgent, the Rights Agent may presume conclusively without independent verification thereof for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties, obligations or liabilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedquoted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights Certificates, whenever distributedissued, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share Fractional Shares of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "“Purchase Price"”), but the number amount and type of such shares securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by an Acquiring a Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon described in the transfer first sentence of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or AffiliateSection 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentencesuch Rights, shall contain (to the extent feasible) the following legend, modified as applicable to apply to such Person: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may [will] [have] become null and void under in the circumstances and with the effect specified in Section 7(e) of the Rights such Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate. The Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person or any Associate or Affiliate thereof.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, and do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Effective Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares one one-thousandths of a share and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become null and void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths hundredths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and BankBoston, N.A., as Rights Agent, dated as of March 2, 1998 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any date of such Rights Certificatemailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), such Purchase Price to be initially equal to the amount set forth in Section 7(b) below but the number of such shares one one-thousandths of a share and the Purchase Price shall be subject to adjustment adjustment, from and after the Restatement Date, as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) 3 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 6, Section 11 or Section 11 23 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legenda legend substantially as follows: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement hereof shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and form of assignment and certificates the form of exercise notice and certificate to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section Sections 11 and Section 23 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Dividend Record DateDate (or, if the shares pursuant to which the Rights are attached are issued thereafter, such date of issuance), shall include the date of countersignature and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein Purchase Price (the "Purchase Price"as hereinafter defined), but the number amount and type of such shares securities issuable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or 22 hereof that represents Rights beneficially owned by an (i) any Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate(ii) any Disqualified Transferee, and any other Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon the transfer, exchange, replacement replacement, or adjustment of any other such Rights Certificate referred to in this sentenceCertificate, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate (which includes both affiliates and associates) of an Acquiring Person, Person (as each such terms are term is defined in the Rights Agreement between the issuer and Fleet National Bank, as Rights Agent, dated as of June 13, 2000 (the "Rights Agreement")). This Accordingly, this Rights Certificate and the Rights represented hereby may become null and void under in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement shall be operative whether or not Agreement, as in effect on the foregoing legend is contained on any date of such Rights Certificatemailing, without charge upon written request.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementRights Agreement and which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 Sections 11, 13 and Section 23 22 hereof, the Rights Certificates, Certificates evidencing the Rights issued on the Record Date whenever distributedsuch certificates are issued, shall be dated as of the Record DateDate and the Rights Certificates evidencing Rights to holders of record of Common Stock issued after the Record Date shall be dated as of the Record Date but shall also be dated to reflect the date of issuance of such Right Certificate. On their face, and on their face Rights Certificates shall entitle the holders thereof to purchase such number of purchase, for each Right, one one-thousandths hundredth of a share of Preferred Stock Stock, or other securities or property as shall provided herein, as the same may from time to time be set forth therein adjusted as provided herein, at the price per one one-thousandth hundredth of a share set forth therein of Preferred Stock of $22.00 as the same may from time to time be adjusted as provided herein (the "“Purchase Price"”), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Notwithstanding any other provision of this Rights Certificate issued pursuant to Section 3(a) hereof Agreement, any Rights Certificates that represents Rights that are or were at any time on or after the earlier of the Stock Acquisition Date or the Distribution Date beneficially owned by an Acquiring Person or any Affiliate or Associate thereof (or Affiliate thereof and any transferee of such Rights) shall have impressed on, printed on, written on or otherwise affixed to it (if the Company or the Rights Certificate issued at any time upon the transfer of any Rights to Agent has knowledge that such Person is an Acquiring Person or any an Associate or Affiliate thereof or to any transferee of such Persons or a nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the foregoing) the following legend: The beneficial owner of the Rights represented by this Rights Certificate were issued to a Person who was is an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, (as such terms are defined in the Rights Agreement) of an Acquiring Person or a subsequent holder of such Rights Certificates beneficially owned by such Persons. This Rights Accordingly, this Right Certificate and the Rights represented hereby may become are null and void under the circumstances specified and will no longer be transferable as provided in Section 7(e) of the Rights Agreement. The provisions of Section 7(e11(a)(ii) and Section 24 of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights CertificateCertificates.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one onefour-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one onefour-thousandth of a share set forth therein (the "Purchase PricePURCHASE PRICE"), but the number fraction of such shares a share of Preferred Stock so purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void to the extent provided by, and under the certain circumstances as specified in in, Section 7(e) of the Amended and Restated Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms form of election to purchase shares and form of assignment and certificates to be printed on the reverse thereofassignment) shall each be in substantially in the form set forth in of Exhibit B hereto and may have such contain whatever marks of identification or designation and such and/or legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereofthis Agreement, the Rights Certificates, whenever distributedissued, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such the number of one one-thousandths of a share shares of Preferred Stock as which shall be set forth therein at the price per one one-thousandth of a share Purchase Price set forth therein (the "Purchase Price")therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided hereinin this Agreement. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof of this Agreement that represents Rights beneficially owned by an Acquiring Person or that represents any Associate Rights owned on or Affiliate thereof after the Distribution Date by any Person who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such the Acquiring Person, Associate or Affiliate, Person and any Rights Certificate issued pursuant to Section 6 or Section 11 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall may contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights AgreementTHE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE WERE ISSUED TO A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights CertificateOF THE RIGHTS AGREEMENT.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedquoted, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 23 22 hereof, the Rights Certificates, whenever distributedissued, shall be dated as of the Record Date, Date and on their face shall entitle the holders thereof to purchase such number of one one-thousandths of a share Fractional Shares of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (such exercise price per Fractional Share (or, as set forth in this Agreement, for other securities), the "Purchase Price"), but the number amount and type of such shares securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by an Acquiring a Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon described in the transfer first sentence of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or AffiliateSection 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentencesuch Rights, shall contain (to the extent feasible) the following legend, modified as applicable to apply to such Person: The Rights represented by this Rights Certificate are or were issued to beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may [will] [have] become null and void under in the circumstances and with the effect specified in Section 7(e) of the Rights such Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate. The Company shall give notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person or any Associate or Affiliate thereof.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Amendment Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths thousandth of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void to the extent provided by, and under the certain circumstances as specified in in, Section 7(e) of the Amended Rights Agreement. The provisions of Section 7(e) of this Amended Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths shares (or fractions thereof) of a share of Preferred Common Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 23 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, Person (as such terms are defined in the Rights Agreement). This Accordingly, this Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreementare null and void. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.

Form of Rights Certificates. (a) The Rights Certificates (and the forms of election to purchase shares and of assignment and certificates to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or tradedlisted, or to conform to usage. Subject to the provisions of Section 11 and Section 23 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-thousandths thousandth of a share of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share set forth therein therein, such price to be initially equal to the amount set forth in Section 7(b) below (the "Purchase Price"), but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Rights Certificate issued pursuant to Section 3(a) hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and thereof, any Rights Certificate issued at any time upon the transfer of any Rights to such an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Rights Certificate were issued to held by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person, as such terms are defined in the Rights Agreement. This Rights Certificate and the Rights represented hereby may become void under the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.