Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 1520% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Covance Inc. and First Chicago Xxxxxx Trust Company of New Yorkand Savings Bank, dated as of April 13December 31, 1998, as the same may be amended from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Covance Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Covance Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Close of Business on the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital eFunds Corporation and First Chicago Trust Company of New York, dated the Rights Agent (named in the Rights Agreement) or any successor (as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of Associates First Capital Corporation. eFunds Corporation Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital eFunds Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person or an Associate or Affiliate thereof (as defined in the Rights Agreement) and ), or certain transferees thereof will of such Person, may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (d) Reference in this Agreement to certificates for Common Shares include uncertificated Common Shares, and any uncertificated Common Share shall also represent the associated right. Any legend required to be transferableplaced on any certificate for Common Shares may instead be included on any book entry confirmation or notification to the holder of such Common Shares.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date date, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) of the Company after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mailB hereto, to each record any holder of Common Stock as of Rights who may so request from time to time prior to the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates and the registered in the names holders of the Common Shares shall also be the registered holders thereof together with of the Summary of associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy Shares in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such Common Stock represented therebyShares. (c) Certificates Rights shall be issued for in respect of all Common Stock Shares which are issued (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock whether originally issued or issuance or reissuance of Common Stock out of authorized but unissued sharesfrom the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date. Certificates representing such Common Shares shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.:

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares, or, in the case of any Person who on the date hereof beneficially owns 15% or more of the outstanding Common Shares outstanding as of the date hereof, would result in such person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing representing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced represented solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced represented by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Certificates, representing Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Highwoods Properties, Inc. and First Chicago Trust Company of New YorkUnion National Bank, dated as of April 13October 6, 1998, as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Highwoods Properties, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Highwoods Properties, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Fred's, Inc. and First Chicago Trust Company of New YorkUnion Planters Bank, N.A., dated as of April 13October 9, 1998, as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Fred's, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.this

Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth business day after the Stock Acquisition Date (or, the Record Date, if the tenth business day after the Stock Acquisition Date occurs before the Record Date), or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) business day after the date commencement of, or first public announcement of, the intent of the commencement by any Person (other than an Exempt Person) of, the Company or any of its subsidiaries or any employee benefit plan of the Company or of the first public announcement any subsidiary of the intention Company or any Person appointed as trustee by the Company or such subsidiary pursuant to the terms of any such Person (other than an Exempt plan in such Person's capacity as trustee) to commence, commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer the consummation of which would result in any such Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date day which is after the date of this Agreement Agree- ment and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection con- nection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-first- class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificatecertificate for Rights, in substantially the form of Exhibit B A hereto (a the "Right CertificateRights Certificates"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock out- standing outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with of the Summary of RightsCommon Stock. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate. (c) Certificates Rights shall be issued for Common Stock (including, without limitation, upon transfer in respect of outstanding Common Stock, disposition all shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) which become outstanding after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date. Certificates representing such shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital Corporation AAR CORP. and First Chicago Trust Company of New York, York dated as of April 13July 8, 1998, as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationAAR CORP. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation AAR CORP. will mail to the holder of this certificate a copy of the Rights Agreement without charge after promptly upon receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreementissued to, Rights owned by or transferred to any held by, an Acquiring Person who becomes or Associates or Affiliates of an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will any subsequent holder of such Rights may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and will no longer be transferablethe surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.

Issue of Right Certificates. (a) 3.1 Until the earlier of (i) the tenth Close of Business on the 10th day after the Stock Acquisition Date (or, in the event that the Board of Directors determines on or before such 10th day to effect an exchange in accordance with Section 24 and determines that a later date is advisable, such later date) and (ii) the tenth Close of Business on the 10th Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such benefit plan or any Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”) (provided, that if such tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer), (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates (or other evidence of book-entry or other uncertificated ownership) for Common Stock Shares registered in the names of the holders thereof (which shall also be deemed to be Right Certificates) and not by separate Right Certificates (provided, that each certificate (or other evidence of book-entry or other uncertificated ownership) representing Common Shares outstanding as of the Close of Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement, as amended from time to time), and (yB) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company and upon receipt of all relevant information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Distribution Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With , a Right Certificate, substantially in the form of Exhibit B hereto, evidencing one Right for each Common Share so held, subject to adjustment as provided herein; provided, that the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that all procedures relating to actions to be taken or information to be provided with respect to certificates for Common Stock out- standing such Rights recorded in book-entry or other uncertificated forms, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of the Record Date, until the Distribution Date, the Rights will be evidenced solely by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on Right Certificates. 3.2 As soon as practicable after the Record Date, with or without the Company will make available a copy of the Summary of Rights, Rights to any holder of Rights who may request it prior to the Final Expiration Date. The Company shall also constitute provide the transfer Rights Agent with written notice of the occurrence of the Final Expiration Date and the Rights associated with Agent shall not be deemed to have knowledge of the Common Stock represented therebyoccurrence of the Final Expiration Date, unless and until it shall have received such written notice. (c) 3.3 Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer including reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis Section 3.3) after the Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Redemption Date or and (iii) the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights Rights (as defined in the Rights Agreement) as set forth in a Rights Agreement between Associates First Capital Six Flags Entertainment Corporation and First Chicago Computershare Trust Company of New YorkCompany, N.A., as Rights Agent (or any successor rights agent), dated as of April 13March 31, 19982020, as the same it may be amended from time to time be amended or supplemented pursuant to its terms (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationSix Flags Entertainment Corporation and the office or offices of Computershare Trust Company, N.A. designated for such purpose. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates separately and will no longer be evidenced by this certificate. Associates First Capital Six Flags Entertainment Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned that are or were acquired or Beneficially Owned by an Acquiring Person (or transferred to any Person who becomes an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and certain transferees thereof will )), including such Rights held by a subsequent holder, may become null and void void. Notwithstanding this Section 3.3, the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. If the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and will retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferable.longer

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, or, any Crescent Affiliate) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan or, any Crescent Affiliate) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 1510% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Rights Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Rights Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Rights Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of From and after the Rights Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Rights Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Rights Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Rights Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Crescent Operating, Inc. and First Chicago Trust Company of New YorkBankBoston, N.A. dated as of April 13June 11, 1998, as the same may be amended from time to time (the "1997 Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Crescent Operating, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Crescent Operating, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Rights Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Rights Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented Shares evidenced thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital Corporation SCOLR, Inc. and First Chicago Trust Company of New YorkOTR, Inc., as Rights Agent, dated as of April 13November 1, 19982002, as the same it may be amended from time to time be amended or supplemented pursuant to its terms (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. SCOLR, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation SCOLR, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by or transferred to any Person who becomes an Acquiring Person Persons (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier to occur of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the Beneficial Owner case of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding both (including i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common StockShares (including a transfer to the Corporation); provided, however, that if the tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.the

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of Company send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.of

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 1520% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof or by the entries in the Company's registrar for Common Shares which are evidenced by book-entry register only (which certificates or entries shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares; PROVIDED HOWEVER that no Distribution Date shall occur by reason or as a result of the Merger or any other transactions contemplated by the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), ) evidencing one Right (for each Common Share so held. Notwithstanding the foregoing, but subject to adjustment as provided herein) Section 14 hereof, Right Certificates will be issued directly to participants in the Company's Dividend Reinvestment Plan and not to the agent of the Company for each share such plan based on the number of Common Stock so heldShares beneficially owned by each participant pursuant to such plan. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bg) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as Section 13 of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Agreement is hereby amended by replacing it in its entirety as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.follows:

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, that a tender or exchange offer is first published or sent or given within the consummation meaning of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more Rule 14d-2(a) of the Common Stock then outstanding General Rules and Regulations under the Exchange Act if, upon consummation thereof, the Person publishing, sending or giving such tender or exchange offer would become an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates (or, for book entry Common Shares , by notations of such shares in the respective accounts), and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares; provided, however, that, if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information and documentation, in form and substance reasonably satisfactory to the Rights Agent, send) by first-classovernight delivery service or registered or certified mail, insured, postage-prepaid mailpostage prepaid, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares, a Right Certificate, in substantially the form of Exhibit B C hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing within two (2) Business Days. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, or as soon as practicable thereafter, the The Company will send a copy of has prepared a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of attached as Exhibit C D hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder a copy of Common Stock as which is available free of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of charge from the Company. With respect to certificates or book entries for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such respective certificates or book entries registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date, if earlier), the surrender for transfer of any certificate for Common Stock Shares or book entry Common Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares that become outstanding (including, without limitation, upon certificates for reacquired Common Shares referred to in the last sentence of this paragraph (c) and certificates issued on the transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesShares) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legend: form (provided, however, that certificates for Common Shares in existence on the date of this Agreement may bear the legend required by the Original Rights Agreement): This certificate also evidences and entitles the holder hereof to certain rights as set forth in a an Amended and Restated Rights Agreement between Associates First Capital Corporation Hxxxxx Global, Inc. and First Chicago Trust Company of New YorkComputershare Inc., dated as of April 13January 15, 19982015, and as the same such agreement may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Hxxxxx Global, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Hxxxxx Global, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights issued to, or beneficially owned by or transferred to any Person who becomes by, an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain transferees thereof will ), whether beneficially owned by such person or any subsequent holder, shall become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Shares to include on each direct registration account statement with respect thereto issued prior to the earlier of the Distribution Date and the Redemption Date a notation to the effect that references to Common Shares also includes the associated Rights. To the extent that Common Shares of the Company are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the accounts reflecting ownership of book entry shares. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation EMCOR Group, Inc. and First Chicago Trust Company The Bank of New York, dated as of April 13March 3, 1998, 1997 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. EMCOR Group, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation EMCOR Group, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as As soon as practicable thereafterafter the adoption of this Agreement, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on such date (and, if such date is prior to the Record Date, then on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Personto such holders as were not included in such prior mailing), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation FIDELITY BANCORP, INC. and First Chicago Trust Company of New York, REGISTRAR AND TRANSFER COMPANY dated as of April 13March 31, 1998, as the same may be amended from time to time 2003 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationFIDELITY BANCORP, INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation FIDELITY BANCORP, INC. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth (10th) day after the Stock Shares Acquisition Date or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer offer, the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company shall promptly notify the Rights Agent of the occurrence thereof and, if the Rights Agent is not then also the transfer agent and registrar for the Common Shares, provide the Rights Agent with the names and addresses of all record holders of Common Shares, and the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (for each Common Share so held, subject to the adjustment as provided herein) for each share provisions of Common Stock so heldSection 11 hereof. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names name of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of or, if earlier, the Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented therebythereby (whether or not such certificates have impressed on, printed, written on or otherwise affixed to them the legend set forth in Section 3(c)). (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the second to last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legend: This certificate also evidences and entitles the holder hereof to certain rights as form set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company below: With respect to such certificates containing the foregoing legend, until the Distribution Date (or, if earlier, the earlier of New York, dated as of April 13, 1998, as the same may be amended from time to time (Redemption Date or the "Rights Agreement"Final Expiration Date), the terms of which are hereby incorporated herein Rights associated with the Common Shares represented by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will certificates shall be evidenced by separate such certificates alone, and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder surrender for transfer of this any such certificate a copy shall also constitute the transfer of the Rights Agreement without charge associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after receipt the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this Section 3(c) and except as otherwise required by law, the omission of a written request therefor. Under certain circumstances, as set forth in legend shall not affect the Rights Agreement, Rights owned by enforceability of any part of this Agreement or transferred to the rights of any Person who becomes an Acquiring Person (as defined in holder of the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferableRights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 1510% or more of the Common Stock then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares that become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital State Street Corporation and First Chicago Trust Company of New YorkBankBoston, N.A., dated as of April 13September 15, 19981988, as the same may be amended from time to time as of September 20, 1990, as amended and restated as of June 18, 1998 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital State Street Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital State Street Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will shall become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital SanDisk Corporation and First Chicago Computershare Trust Company of New YorkCompany, Inc., dated as of April 13September 15, 1998, as the same may be amended from time to time 2003 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital SanDisk Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital SanDisk Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement by of, or first public announcement of the intent of any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any entity holding Common Shares for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, a tender or exchange offer the consummation of which would result in any beneficial ownership by a Person becoming the Beneficial Owner of shares of Common Stock aggregating 1530% or more of the outstanding Common Stock then outstanding Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights will be transferable only in connection with the transfer of such Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign for the purposes of authentication only, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share Common Share of Common Stock the Company so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of attached hereto as Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of its Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented therebythereby and certificates newly issued pursuant to such transfer shall have printed onto them the legend set forth in Section 3(c) hereof. (c) Certificates Unless the Board of Directors of the Company by resolution adopted at the time of issuance of any Common Shares of the Company specifies to the contrary, Rights shall be issued for in respect of all Common Stock Shares of the Company which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date Date, but prior to the earliest of the Distribution Date, Date or the Redemption Date or the Final Expiration Date Date. Certificates for such Common Shares shall also be deemed to evidence such Rights, and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates Modine Manufacturing Company and The First Capital Corporation and First Chicago Trust Company National Bank of New YorkChicago, dated as of April 13October 15, 1998, as the same may be amended from time to time 1986 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationModine Manufacturing Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Modine Manufacturing Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who becomes an Acquiring Person Persons (as defined in the Rights Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such person or by a subsequent holder, may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any of its Common Shares after the Record Date, but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associates with such Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more or, in the case of the Common Stock then outstanding a Grandfathered Stockholder 30% (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented Shares evidenced thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital Corporation PC Service Source , Inc. and First Chicago Trust Company of New YorkHarrxx Xxxst and Savings Bank, as Rights Agent, dated as of April 13December 7, 1998, as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. PC Service Source , Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation PC Service Source , Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by or transferred to any Person who becomes an Acquiring Person Persons (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier to occur of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the Beneficial Owner case of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding both (including i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common StockShares (including a transfer to the Corporation); provided, however, that if the tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, substantially in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the such Common Stock represented therebyShares. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed be deemed also to them be certificates for Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New YorkTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN ONEOK, dated as of April 13INC. AND THE RIGHTS AGENT, 1998DATED AS OF _________, as the same may be amended from time to time 2003 (the THE "Rights AgreementAMENDED AND RESTATED RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ONEOK, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE AMENDED AND RESTATED RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. ONEOK, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR FROM SUCH HOLDER. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE AMENDED AND RESTATED RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE AMENDED AND RESTATED RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the terms of which are hereby incorporated herein by reference and a copy of which is on file at foregoing legend, until the principal executive offices of Associates First Capital Corporation. Under certain circumstancesDistribution Date, as set forth in the Rights Agreement, associated with the Common Shares represented by such Rights will certificates shall be evidenced by separate such certificates alone, and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder surrender for transfer of this any such certificate a copy shall also constitute the transfer of the Rights Agreement without charge associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after receipt of a written request therefor. Under certain circumstancesthe Record Date but prior to the Distribution Date, as set forth in any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in associated with the Rights Agreement) and certain transferees thereof will become null and void and will Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage) or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as As soon as practicable thereafterafter the adoption of this Agreement, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on such date (and, if such date is prior to the Record Date, then on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Personto such holders as were not included in such prior mailing), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation ADVANCE FINANCIAL BANCORP and First Chicago Trust Company of New YorkAMERICAN SECURITIES TRANSFER & TRUST, INCORPORATED dated as of April 13July 17, 1998, as the same may be amended from time to time 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationADVANCE FINANCIAL BANCORP. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation ADVANCE FINANCIAL BANCORP will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.,

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) ofthe Company, or and wholly-owned subsidiary of the first public Company, any employee benefit plan of the Company or any wholly-owned subsidiary of the Company or any Person holding Common Stock for or pursuant to the terms of any such plan) or the date of an announcement of the an intention of such by any Person (other than an Exempt Person) to commence, a tender or exchange offer offer, the consummation of which would result in any a Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the then outstanding Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, mail to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, substantially in substantially the form of Exhibit B A hereto (a ( the "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record DateJune 30, 1995 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)June 20, 1995, at the address of such holder shown on the records of the Company. In the event that the Company amends this Agreement pursuant to the terms hereof, the effect of which amendment is to require the amendment of the Summary of Rights, the Company will mail such amended Summary of Rights to holders of record of Common Stock on the effective date of any such amendment. With respect to certificates for the Common Stock out- standing outstanding as of the Record DateJune 20, 1995, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together of the Common Stock with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record DateJune 20, with or 1995, even without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate. (c) Certificates Rights shall be issued for Common Stock (including, without limitation, upon transfer in respect of outstanding Common Stock, disposition all shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) issued after the Record Date June 20, 1995 but prior to the earliest earlier of the Distribution Date, Date or the Redemption Expiration Date or the Final Expiration Date (as such terms are defined in Section 7). Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement Agreement, as amended, between Associates First Capital Corporation NATHAN'S FAMOUS, INC. and First Chicago Trust Company of New YorkAMERICAN STOCK TRANSFER AND TRUST COMPANY, Rights Agent, dated as of April 13June 20, 1998, 1995 as the same may be amended from time to time subsequently Amended and Restated (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationNATHAN'S FAMOUS, INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation NATHAN'S FAMOUS, INC. will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights which are or were beneficially owned by Acquiring Persons or transferred to any Person who becomes an Acquiring Person their Affiliates or Associates (as such terms are defined in the Rights Agreement) and certain transferees thereof any subsequent holder of such Rights will become be null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. In addition, subject to Section 11 (a) (ii) hereof, in connection with the issuance of Common Stock on or following the Distribution Date and prior to the Final Expiration Date, the Company shall, with respect to Common Stock so issued upon the exercise, conversion or exchange of options, warrants, securities, notes or debentures issued by the Company prior to the Distribution Date (other than shares issues upon exercise or exchange of the Rights), issue Right Certificates representing the appropriate number of Rights in connection with such issuance; provided, however, that, (i) no longer such Right Certificate shall be transferableissued if, and to the extent that, the Company shall be advised by counsel that such issuance would create significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustment (giving effect to the provisions of Sections 11(a)(ii) and 13 hereto) shall otherwise have been made in lieu of the issuance thereof.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Common Stock, in substantially the form of Exhibit C B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock which become outstanding (including, without limitation, upon transfer of outstanding Common Stock, disposition of reacquired Common Stock out referred to in the last sentence of treasury stock this paragraph (c) that are subsequently issued or issuance or reissuance of Common Stock out of authorized but unissued sharesdistributed by the Company) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital Corporation Pennaco Energy, Inc. and First Chicago Xxxxxx Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time and Savings Bank (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Pennaco Energy, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed or be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Pennaco Energy, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ), and certain transferees thereof thereof, will become null and void and will no longer be transferable. With respect to such certificate containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer offer, the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 1520% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate , in substantially the form of Exhibit EXHIBIT B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided hereinadjustment) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit EXHIBIT C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) more than 20 days after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a the Marquette Medical Systems, Inc. Rights Plan Agreement between Associates First Capital Corporation Marquette Medical Systems, Inc. and First Chicago Firstar Trust Company of New YorkCompany, as Rights Agent, dated as of April 13the 18th day of December, 19981996, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Marquette Medical Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Marquette Medical Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Share certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and will retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15more than 10% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented Shares evidenced thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital Pennichuck Corporation and First Chicago Trust Company of New YorkFleet National Bank as Rights Agent, dated as of April 1320, 1998, as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Pennichuck Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Pennichuck Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by or transferred to any Person who becomes an Acquiring Person Persons (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Close of Business on the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Pemstar, Inc. and First Chicago Trust Company of New York, dated the Rights Agent (named in the Rights Agreement) or any successor (as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of Associates First Capital Corporation. Pemstar, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Pemstar, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person or an Associate or Affiliate thereof (as defined in the Rights Agreement) and ), or certain transferees thereof will of such Person, may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (d) Reference in this Agreement to certificates for Common Shares include uncertificated Common Shares, and any uncertificated Common Share shall also represent the associated right. Any legend required to be transferableplaced on any certificate for Common Shares may instead be included on any book entry confirmation or notification to the holder of such Common Shares.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented Shares evidenced thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital Corporation Jan Xxxx Xxxketing, Inc. and First Chicago Trust Company of New YorkSunTrust Bank, Atlanta, as Rights Agent, dated as of April 13November 21, 1998, as the same may be amended from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Jan Xxxx Xxxketing, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Jan Xxxx Xxxketing, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by or transferred to any Person who becomes an Acquiring Person Persons (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth business day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date); or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in by any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding if, upon consummation thereof, such Person would be an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; or (iii) the earlier tenth day (or such later day as may be determined by action of the Board of Directors of the Bank prior to such time as any person becomes an Acquiring Person) after the filing by any Person (other than the Bank) of a registration statement under the Securities Act of 1933, as amended, with respect to a contemplated exchange offer to acquire (when added to any shares as to which such person is the beneficial owner immediately prior to such filing) beneficial ownership of 10% or more of the issued and outstanding shares of Common Stock; the earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Bank has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyBank, a Right Certificateone or more right certificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Bank shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that the Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company Bank will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyBank. With respect to certificates for the Common Stock out- standing outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, exchange or expiration of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof of the Common Stock together with a copy of the Summary of Rights, and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, exchange or expiration of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on as of the Record Date, Date with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificates. (c) Certificates Rights shall be issued for Common Stock (including, without limitation, upon transfer in respect of outstanding Common Stock, disposition all shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) which become outstanding after the Record Date but on or prior to the earliest Distribution Date (or the earlier redemption, exchange or expiration of the Distribution Date, the Redemption Date or the Final Expiration Date Rights). Certificates representative of such shares of Common Stock shall be deemed also to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital Corporation Norwalk Savings Society (the "Bank") and First Chicago Trust Company of New YorkChemical Mellon Shareholder Services, L.L.C. dated as of April 13May 10, 1998, as the same may be amended from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporationthe Bank. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation The Bank will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights beneficially owned by or transferred to any Person who becomes (i) an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement), (ii) and a transferee of an Acquiring Person (or of any such Affiliate) who becomes a transferee after the Acquiring Person becomes such is designated as such or (iii) under certain transferees thereof will circumstances, a transferee of an Acquiring Person (or of any such Affiliate) who becomes a transferee before or concurrently with the Acquiring Person becoming such, shall become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier redemption, exchange or expiration of the Rights) the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and will no longer the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. (d) Effective on or before the Distribution Date, the Board of Directors of the Bank shall, pursuant to the provisions of Connecticut General Statutes 33-341(c) and 33-360(b), cause the Articles of Incorporation of the Bank to be transferableamended to include the provisions related to the Preferred Shares as set forth in the Form of Amendment to Articles of Incorporation attached hereto as Exhibit A and made a part hereof.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day after following the Stock Acquisition Date or (ii) the tenth Business Day (or such later date date, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after of the date of Company may determine following the commencement by any Non-Company Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Non-Company Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (an Acquiring Person, including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; , (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock. Shares. (b) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bc) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mailhereto, to each record any holder of Common Stock as of Rights who may so request from time to time prior to the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates and the registered in the names holders of the Common Shares shall also be the registered holders thereof together with of the Summary of associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy Shares in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such Common Stock represented therebyShares. (cd) Certificates Rights shall be issued for in respect of all Common Stock Shares which are issued (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock whether originally issued or issuance or reissuance of Common Stock out of authorized but unissued sharesfrom the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date. Certificates representing such Common Shares shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement by and between Associates First Capital Covansys Corporation (the "Company") and First Chicago Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred rights issued to any Person person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will rights agreement), including such rights held by a subsequent holder, may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 1520% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage- prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Dateor about February 1, 1996, or as soon promptly as reasonably practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockPreference Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage- prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a the Rights Agreement between Associates First Capital Corporation General Mills, Inc. (the "Compaxx") and First Chicago Trust Company of New YorkNorwest Bank Minnesota, N.A. (the "Rights Agent"), dated as of April 13December 11, 1998, 1995 (as the same may be amended from time to time (time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned by issued to, or transferred to held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Close of Business on the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital eFunds Corporation and First Chicago Trust Company of New York, dated [Rights Agent] or any successor (as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices office of Associates First Capital Corporation. eFunds Corporation Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital eFunds Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person or an Associate or Affiliate thereof (as defined in the Rights Agreement) and ), or certain transferees thereof will of such Person, may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (d) Reference in this Agreement to certificates for Common Shares include uncertificated Common Shares, and any uncertificated Common Share shall also represent the associated right. Any legend required to be transferableplaced on any certificate for Common Shares may instead be included on any book entry confirmation or notification to the holder of such Common Shares.

Issue of Right Certificates. (a) Until the earlier of (i) --------------------------- the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any entity holding Common Shares for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the ----------------- provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "Right ----- Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the ----------- Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates Certificates for Common Stock out- standing as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares which become outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock this paragraph (b)) at or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Effective Time but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights an Agreement between Associates First Capital MeadWestvaco Corporation and First Chicago Trust Company of New York, dated as of April 13, 1998the Rights Agent thereunder, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital MeadWestvaco Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital MeadWestvaco Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as As set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any of its Common Shares at or after the Effective Time but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth day after the Stock Shares Acquisition Date or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer or a take-over bid as defined under Canadian securities laws, the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) and 3(c) hereof) by Book-Entry or the certificates for Common Stock Shares of the Company registered in the names of the holders thereof (which certificates, together with a copy of the Summary of Rights, and Book-Entry, together with a copy of the Summary of Rights or a written statement containing the Rights Notice, shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) . On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book-Entries for Common Stock out- standing Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates or Book-Entries registered in the names of the holders thereof together with a copy of the Summary of RightsRights or, in the case of Book-Entries, together with a written statement containing the Rights Notice. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record DateDate represented by certificates or Book-Entry, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. (c) Certificates Rights shall, without any further action, be issued for in respect of all Common Stock Shares which become outstanding (whether originally issued or delivered from treasury and including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date. Certificates representing Common Shares issued after the Record Date, if any, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a the Rights Agreement between Associates First Capital Corporation Txx Hortons Inc., a Delaware corporation (the “Company”), and First Chicago Trust Company of New YorkComputershare Investor Services, LLC, dated as of April 13February 28, 19982006, as the same it may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, the securities or property for which the Rights may be exercised may be adjusted, and the Rights may be redeemed, may be exchanged, may expire, or may be amended. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as As set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees who becomes an Acquiring Person or any Affiliate or Associate thereof will (as such terms are defined in the Rights Agreement) become null and void void. After the Record Date but prior to the earliest of the Distribution Date, the Redemption Date, or the Final Expiration Date, if new certificate(s) representing Common Shares are issued in connection with the transfer, split up, combination, or exchange of certificate(s) representing Common Shares or if new certificate(s) representing Common Shares are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear the foregoing legend. With respect to all certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. With respect to Rights evidenced by Book-Entry for Common Shares, until the Distribution Date, the transfer of such Common Shares shall also constitute the transfer of the Rights associated with such Common Shares, and the Company or its transfer agent shall, within a reasonable time after such transfer, send to the registered owner of such Common Shares a copy of a written statement containing the Rights Notice and/or accompanied by a copy of the Summary of Rights (which may be provided as part of or together with any notice with respect to the Common Shares that may be required by applicable law). In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the close of business on the tenth Business Day day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt the Corporation, any Subsidiary of the Corporation, any Qualified Person) of, any employee benefit plan of the Corporation or of the first public announcement any Subsidiary of the intention Corporation or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer offer, the consummation of which would result in any Person becoming an Acquiring Person (including, in the Beneficial Owner case of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding both (including i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common StockShares (including a transfer to the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, substantially in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Common Shares of Preferred Stock, in substantially the form of Exhibit C B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the such Common Stock represented therebyShares. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, and the Redemption Date or the Final Expiration Date shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation YouthStream Media Networks, Inc. and First Chicago Trust Company of New York[RIGHTS AGENT], dated as of April 13__________ ____, 1998, as the same may be amended from time to time 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. YouthStream Media Networks, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation YouthStream Media Networks, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as circumstances set forth in the Rights Agreement, Rights owned by issued to, or transferred to held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain transferees thereof will related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares Common Shares of Common Stock the Company aggregating 15% or more of the Common Stock then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights an Agreement between Associates First Capital Corporation FMC Technologies, Inc. and First Chicago Trust Company of New YorkComputershare Investor Services, LLC, dated as of April 13June 5, 19982001, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. FMC Technologies, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agree- ment) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation FMC Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as As set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior Prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions next to the last sentence of this Section 3(b) hereof3(a)) by the certificates for the Common Stock registered in the names of the holders thereof and not by separate Right Certificates (as hereinafter defined) and (y) the registered holders of the Common Stock shall be deemed to be the registered holders of the associated Rights, and the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Record Date, the Company will prepare and executeprovide a copy of the Summary of Rights substantially in the form of Exhibit C hereto, the Rights Agent will countersign and the Company will send either by first‑class mail, postage prepaid, or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mailotherwise in conformity with applicable law, to each record holder of the Common Stock as of the close Close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing outstanding as of the Record Date, until prior to the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with or without a copy of the Summary of Rights. Until Prior to the Distribution Date (or or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As soon as practicable after the Company has notified the Rights Agent in writing of the occurrence of the Distribution Date and has provided the Rights Agent with a list of the holders of the Company's Common Stock, the Company will prepare and execute, the Right Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if request and provided with all necessary information and documents, send) by first‑class, insured mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Company's Common Stock, one or more Right Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11, the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (c) Certificates Rights shall be issued for Common Stock (including, without limitation, upon transfer in respect of outstanding Common Stock, disposition all shares of Common Stock outstanding as of the Record Date or issued (on original issuance or out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharestreasury) after the Record Date but prior to the earliest earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Redemption Company shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Final Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following (or a substantially similar) legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a an Amended and Restated Rights Agreement between Associates First Capital Corporation Stratus Properties Inc. and First Chicago Trust Company of New YorkComputershare Shareowner Services LLC, dated as of April 13, 19982012, and as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights owned may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or transferred exchanged or may expire. As set forth in the Rights Agreement, Rights issued to or held by any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain transferees thereof will become ), whether currently held by or on behalf of such Person or by any subsequent holder, may be null and void and will no longer be transferablevoid.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day Business Day after the Stock Shares Acquisition Date (or, in the event the Board of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines in accordance with Section 24 that a later date is advisable, such later date that is not more than twenty (20) days after the Shares Acquisition Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any Person holding Common Shares for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the applicable rules and regulations promulgated under the Exchange Act, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates the date in (i) or (ii) being herein referred to as the "“ Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates and the registered holders of Common Shares shall also be the registered holders of the associated Rights, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common StockShares (including a transfer to the Company). As The Company shall promptly notify the Rights Agent of a Distribution Date, and as soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a one or more Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date or issued subsequent to the Record Date, unless and until the earlier of the Close of Business on the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with and the Summary registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented Shares evidenced thereby. (c) Certificates issued for Common Stock Shares which are issued (including, without limitation, upon transfer reacquired Common Shares referred to in the penultimate sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date Date, or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital Corporation Allied Gaming & Entertainment, Inc. and First Chicago Continental Stock Transfer & Trust Company of New Yorkand any successor rights agent, as Rights Agent, dated as of April 13the start of business at 9:00a.m. Eastern Time on February 9, 19982024, as the same it may be amended from time to time be amended or supplemented pursuant to its terms (the "Rights “Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Allied Gaming & Entertainment, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Allied Gaming & Entertainment, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreementissued to, Rights owned by or transferred to held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void void. With respect to such certificates containing the foregoing legend, until the earlier of the Close of Business on the Distribution Date or the Expiration Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone and will the registered holders of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the earlier of the Close of Business on the Distribution Date or the Expiration Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, The Crane Fund or The Crane Fund for Widows and Children) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, The Crane Fund or The Crane Fund for Widows and Children) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share Common Share of Common Stock the Company so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. (c) Certificates issued for Common Stock Shares of the Company which become outstanding (including, without limitation, upon transfer reacquired Common Shares of outstanding Common Stock, disposition the Company referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Crane Co. and First Chicago Trust Company of New York, dated as of April 13June 27, 1998, as the same may be amended from time to time 1998 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Crane Co. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Crane Co. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer offer, the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the Common Stock(the earlier of such dates date being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (bi) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. . (ii) With respect to certificates for Common Stock out- standing Shares outstanding as of the Record DateDate that are represented by certificates, until the Close of Business on the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby. (iii) With respect to Common Shares outstanding as of the Record Date that are uncertificated, until the Close of Business on the Distribution Date, the Rights will be evidenced by the registration by the Corporation or its agent of the holders of such shares as the registered owner together with a copy of the Summary of Rights. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the transfer of any Common Shares outstanding on the Record Date that are uncertificated, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyShares so transferred. (ci) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in clause (iii) of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital Corporation Digital Recorders, Inc. and First Chicago American Stock Transfer & Trust Company of New YorkCompany, as Rights Agent, dated as of April 13September 22, 1998, as the same may be amended from time to time 2006 (the "“2006 Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Digital Recorders, Inc. Under certain circumstances, as set forth in the 2006 Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Digital Recorders, Inc. will mail to the holder of this certificate a copy of the 2006 Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the 2006 Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the 2006 Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. Notwithstanding this paragraph, the omission of a legend shall not affect the enforceability of any part of this Agreement or of the rights of any holder of the Rights. (ii) The Corporation shall send to the owner of Common Shares that are uncertificated which become outstanding (including, without limitation, reacquired Common Shares referred to in clause (iii) of this paragraph (c)) after the Record Date but prior to the earliest of the Close of Business on the Distribution Date, the Redemption Date or the Close of Business on the Final Expiration Date the following notice: Ownership of these shares entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Digital Recorders, Inc. and American Stock Transfer & Trust Company, as Rights Agent, dated as of September 22, 2006 (the “2006 Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Digital Recorders, Inc. Under certain circumstances, as set forth in the 2006 Rights Agreement, such Rights will be evidenced by certificates. Digital Recorders, Inc. will mail to the owner of these shares a copy of the 2006 Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the 2006 Rights Agreement, Rights owned or transferred to any Person who is or becomes an Acquiring Person (as defined in the 2006 Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. Until the Close of Business on the Distribution Date, the Rights associated with the Common Shares that are uncertificated shall be evidenced solely by the registration of the owner of such shares as the registered owner, and the transfer of any such shares shall also constitute the transfer of the Rights associated with the Common Shares. (iii) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the earlier of of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Distribu- tion Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Cadence Design Systems, Inc. and First Chicago Harris Trust Company of New Yorkand Savingx Xxxx, dated as of April 13February 9, 1998, 1996 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Cadence Design Systems, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Cadence Design Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Cadence Design Systems, Inc. and First Chicago Trust Company of New YorkChaseMellon Shareholder Services, L.L.C., dated as of April 13February 1, 19982000, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Cadence Design Systems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Cadence Design Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares of the first public announcement Company for or pursuant to the terms of the intention any such plan) of such Person (other than an Exempt Person) to commence, a tender or exchange offer offer, the consummation of which would result in any Person becoming the Beneficial Owner of shares Common Shares of Common Stock the Company aggregating 15% or more of the Common Stock then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights an Agreement between Associates First Capital Corporation Darden Restaurants, Inc. and First Chicago Trust Company of New YorkWachovia Bank, dated National Associatiox, xxxed as of April 13May 16, 19982005, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Darden Restaurants, Inc. Under certain circumstances, as set forth xxxxx in the Rights Agreement, such Rights (as defined in the Agree- ment) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Darden Restaurants, Inc. will mail to the holder of this certificate certixxxxxx a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as As set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 1520% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, class insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a an Amended and Restated Rights Agreement between Associates First Capital Bankers Trust New York Corporation and First Chicago Xxxxxx Trust Company of New Yorkand and Savings Bank, dated as of April 13February 22, 19981988, as the same may be amended from time to time as of November 26, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Bankers Trust New York Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Bankers Trust New York Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will shall become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Twenty Percent Shares Acquisition Date or Date, (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an a Twenty Percent Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such Person (other than an Exempt any Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockCommon Shares, in substantially the form of Exhibit C B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also -11- 15 constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Suffolk Bancorp and First Chicago Trust Company of New YorkAmerican Stock Transfer & Trustco, dated as of April 13October 23, 1998, as the same may be amended from time to time 1995 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationSuffolk Bancorp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Suffolk Bancorp will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an a Twenty Percent Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will shall become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will no longer be transferable.the surrender for transfer of any such certificate shall also constitute

Issue of Right Certificates. (a) Until From the earlier of date hereof until, but not including, the Distribution Date, (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof and not by separate Right Certificates Certificates, and (yii) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent of the occurrence of the Distribution Date, and the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the Company's expense, send) by first-class, insured, postage-prepaid paid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on in the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided hereinadjustment) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) For purposes of the foregoing, the Distribution Date shall be the earlier of (i) the Close of Business on the 20th Business Day after the Shares Acquisition Date or (ii) the Close of Business on the 20th Business Day (or such later date as may be determined by the Board of Directors of the Company, in its sole discretion) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) to commence, a tender offer or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 12% or more of the then outstanding Common Shares (including any such date that is after the date of this Agreement and prior to the issuance of the Rights). (c) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares of Preferred Stockor Common Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid paid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on in the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (cd) Certificates issued for Common Stock Shares that become outstanding (including, without limitation, upon transfer of outstanding reacquired Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesShares referred to in this paragraph (d)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New YorkAgreement, dated as of April 13December 19, 19982001, by and between First Sentinel Bancorp, Inc. and Registrar and Transfer Company, as Rights Agent (as the same may be amended from time to time (time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Sentinel Bancorp, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Sentinel Bancorp, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares that are no longer be transferableoutstanding. The Rights Agent shall deem any such Rights not outstanding if it has actual knowledge that they are owned by the Company.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Exchangeable Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stockthe associated Exchangeable Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record registered holder of Common Stock Exchangeable Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Exchangeable Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (and the Rights Agent, will, if requested, send) a copy of a Summary of Rights to Purchase Shares of Preferred StockExchangeable Shares, in substantially the form of Exhibit C B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record registered holder of Common Stock Exchangeable Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Exchangeable Shares outstanding as of the Record Date, until the Distribution Date, the associated Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.3 (c) Certificates issued for Common Stock (including, without limitation, upon transfer of Exchangeable Shares which become outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Softkey Software Products Inc., Mattel, Inc. and First Chicago CIBC Mellon Trust Company of New YorkCompany, dated as of April 13, 1998, as the same may be amended from time to time 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices registered office of Associates First Capital Corporation. Softkey Software Products Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Softkey Software Products Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Exchangeable Shares represented by such certificates shall be evidenced by such certificates alone, and will no longer the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Exchangeable Shares represented thereby. In the event that the Company or Mattel or any subsidiary of Mattel or any Person directly or indirectly controlled by or under common control of Mattel beneficially owns, purchases or otherwise acquires any Exchangeable Shares prior to the Distribution Date, for so long as such Exchangeable Shares are beneficially owned by any such entity or Person, any Rights associated with such Exchangeable Shares shall be transferabledeemed cancelled and retired and such entity or Person shall not be entitled to exercise any Rights associated with such Exchangeable Shares. Certificates for Exchangeable Shares which become outstanding after the Record Date, but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall evidence one Right for each Exchangeable Share evidenced thereby, notwithstanding the absence of the foregoing legend.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation The Toro Company and First Chicago Trust Company Norwest Bank of New YorkMinnesota, N.A., as Rights Agent, dated as of April 13May 20, 1998, 1998 (as the same may be amended from time to time (time, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationThe Toro Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation The Toro Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstancesRights issued to, as set forth in the Rights Agreementor beneficially owned by, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until Prior to the Distribution Date (as hereinafter defined) (i) the Rights will be evidenced by the certificates for Common Shares of the Company registered in the names of the holders thereof, together with a copy of the Summary of Rights (as hereinafter defined), and not by separate Right Certificates, and (ii) the surrender for transfer of any certificate for Common Shares, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the earlier of (ix) the tenth day after the Stock Shares Acquisition Date or (iiy) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by of, or first public disclosure of the intent of any Person (other than an Exempt Person) of, the Company or any Subsidiary of the Company or any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention of such Person (other than an Exempt PersonCompany) to commence, a tender or exchange offer the consummation of which which, if successful, would result in any Person such Person, together with its Affiliates and Associates, becoming the Beneficial Owner owner of shares of Common Stock aggregating 1520% or more of the outstanding Common Stock then outstanding Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the Close of Business on the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares of the Company as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Notwithstanding the foregoing provisions of this paragraph (a), any date that would, but for this sentence, be a Distribution Date shall not be a Distribution Date for any purpose of this Agreement (and the Company shall not issue or mail any Rights Certificates with respect thereto) if, within ten days after such date, the Board of Directors of the Company or the Executive Committee thereof determines, in its sole discretion, that such date shall not be a Distribution Date, provided, however, that the tenth day after the Company gives public notice that such Board or such Committee in its discretion reversed such determination shall be deemed a Distribution Date for all purposes of this Agreement. (b) On the Record Dateon March 27, 2019, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Common Stock, in substantially the form of attached hereto as Exhibit C hereto B (the "“Summary of Rights"”), by first-class, postage-postage prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)April 17, 2019, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (includingShares issued after April 17, without limitation2019, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (as hereinafter defined), shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a the Second Amended and Restated Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New York, dated as of April 13March 27, 1998, as the same may be amended from time to time 2019 (the "“Rights Agreement"”), between AmBase Corporation and American Stock Transfer & Trust Company, LLC the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. AmBase Corporation Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital AmBase Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned issued to or held by Acquiring Persons or transferred to any Person who becomes an Acquiring Person their Affiliates or Associates (as such terms are defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will no longer be transferablethe surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.of (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, ) to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates NCR Xxxxxxxxxxx xxx The First Capital Corporation and First Chicago Trust Company National Bank of New YorkBoston, dated as of April 13December 31, 1998, as the same may be amended from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationNCR Xxxxxxxxxxx. Under Xxder certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by separate such certificates and will no longer shall be evidenced by this certificate. Associates First Capital Corporation will mail to such certificates alone, and the holder surrender for transfer of this any such certificate a copy shall also constitute the transfer of the Rights Agreement without charge associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after receipt of a written request therefor. Under certain circumstancesthe Record Date but prior to the Distribution Date, as set forth in any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in associated with the Rights Agreement) and certain transferees thereof will become null and void and will Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth day Business Day (or such later date as the Board of Directors shall determine upon the affirmative vote of a majority of the Continuing Directors then in office) after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personshall determine, upon the affirmative vote of a majority of the Continuing Directors then in office) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (for each Common Share so held, subject to adjustment as provided for herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On Unless the Record Date, Board of Directors by resolution adopted at or as soon as practicable thereafter, before the Company will send a copy time of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate issuance of any Acquiring Person)Common Shares specifies to the contrary, at the address Rights shall be issued in respect of such holder shown on the records of the Company. With respect to certificates for all Common Stock out- standing as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates Shares that are issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date. Certificates representing such Common Shares shall have impressed onalso be deemed to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a an Amended and Restated Rights Agreement between Associates First Capital CorVel Corporation and First Chicago Trust Company of New York, U.S. Stock Transfer Corporation dated as of April 1311, 1998, as the same may be amended from time to time 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorVel Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital CorVel Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who is, was or becomes an Acquiring Person (or any Affiliate or Associate thereof) (as defined in the Rights Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void void. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date, or the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares, or, in the case of any Person who on the date hereof beneficially owns 15% or more of the outstanding Common Shares outstanding as of the date hereof, would result in such person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing representing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced represented solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced represented by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Certificates, representing Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Xxxxxx-Xxxxx Properties, Inc. and First Chicago Trust Company of New YorkUnion National Bank, dated as of April 13March 18, 1998, as the same may be amended from time to time 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Xxxxxx-Xxxxx Properties, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Xxxxxx-Xxxxx Properties, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights (and the right to receive Right Certificates) will be transferable only in connection with the transfer of Common StockShares. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented Shares evidenced thereby. Upon the request of the holder of any Common Shares or, after the Distribution Date, the holder of any Right, the Company shall, at its expense, provide a copy of the Summary of Rights. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date (or as soon as is reasonably practicable), but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onimpressed, printed onprinted, stamped, written on or otherwise affixed to onto them the following legend: This certificate also evidences and entitles the holder hereof to certain rights (the "Rights") as set forth in a the Rights Agreement between Associates First Capital Corporation Barnes & Noble, Inc. and First Chicago Trust Company The Bank of New York, dated as datxx xx of April 13Xxxx 10, 1998, as the same may be amended from time to time 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a reference. A copy of which the Rights Agreement is on file at the principal executive offices of Associates First Capital Corporation. Barnes & Noble, Inc. Under certain circumstances, as set forth circumstances xxx xxrth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Barnes & Noble, Inc. will mail to the holder of this certificate thxx xxxtifxxxxx a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in Section 11(a)(ii) of the Rights Agreement, Rights beneficially owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will other Persons shall become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth Close of Business on the 15th business day after the Stock Share Acquisition Date or (ii) the tenth Close of Business Day on the 15th business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of any Person to commence (which intention shall not have been withdrawn within five Business Days after such Person (other than an Exempt Person) to commencepublic announcement), a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than the Company, any Person becoming wholly owned Subsidiary of the Beneficial Owner Company or any employee benefit plan of shares the Company or of Common Stock aggregating any Subsidiary of the Company) of 15% or more of the Common Stock then outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; ) the earlier of such dates being herein referred to as the "Distribution Date"), , (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) hereofof this Section) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates where the context so requires ) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-first class, insured, postage-postage- prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right CertificateCertificates, in substantially the form of Exhibit B hereto A (a the "Right CertificateCertificates"), evidencing one Series A Right (subject to adjustment as provided herein) and one Series B Right for each share of Common Stock Share so held. In the event that an adjustment has been made pursuant to Section 11, at the time Right Certificates are distributed, the Company may, to the extent provided in Section 14(a), make the necessary and appropriate rounding adjustments (as set forth in Section 14(a)) so that Right Certificates are distributed representing only whole numbers of Rights and pay cash in lieu of fractional Rights pursuant to Section 14(a). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Notwithstanding the above, the Distribution Date may be deferred indefinitely by action of the Board of Directors if an Acquiring Person becomes such pursuant to a transaction at a price and on terms approved by the Board of Directors of the Company at a time when a majority of directors the serving are Continuing Directors. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockCommon Shares, in substantially the form of Exhibit C hereto B (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with and the Summary registered holders of the Common Shares shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record DateShares, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates issued for Common Stock (including, without limitation, upon transfer of Shares which become outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates First Capital CEL-SCI Corporation and First Chicago Computershare Trust Company of New YorkCompany, N.A., and any successor Rights Agent thereto, dated as of April 13October 30, 1998, as the same may be amended from time to time 2020 (the "Rights Agreement"), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file with the Secretary at the principal executive offices of Associates First Capital CEL-SCI Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital CEL-SCI Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefor to its Secretary from such holder. Under certain circumstances, as set forth in the Rights Agreement, Rights owned issued to or held by or transferred to any a Person who is, was or becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) and ), or certain transferees thereof will of such Person, may become null and void void. With respect to certificates containing this legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, the registered holders of the Common Shares shall also be the registered holders of the associated Rights and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented Shares evidenced thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Rights Agreement between Associates Cardiometrics, Inc. and The First Capital Corporation and First Chicago Trust Company National Bank of New YorkBoston, as Rights Agent, dated as of April 13December 3, 1998, as the same may be amended from time to time 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Cardiometrics, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Cardiometrics, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by or transferred to any Person who becomes an Acquiring Person Persons (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to or commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares owner of Common Stock Shares aggregating 1520% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions provision of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.:

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement or the announcement of an intention to commence by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any entity holding Common Shares for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares Common Shares of Common Stock the Company aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, Company a Right Certificate, in substantially the form of Exhibit B hereto hereto, evidencing one Right for each Common Share so held (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, certificates for Common Shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Teledyne Technologies Incorporated and First Chicago Trust Company of New YorkChaseMellon Shareholder Services, L.L.C., dated as of April 13______________, 19981999, as the same may be amended from time to time (as so amended, the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationTeledyne Technologies Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Teledyne Technologies Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will may become null and void void. With respect to the certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (d) Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, confirmations and account statements sent to holders of Common Shares in book-entry form and initial transaction statements relating to the registration, pledge or release from pledge of Common Shares in uncertificated form shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: The shares of the Common Stock, par value $.01 per share, of Teledyne Technologies Incorporated, to which this statement relates also evidence and entitle the holder thereof to certain Rights as set forth in a Rights Agreement between Teledyne Technologies Incorporated and ChaseMellon Shareholder Services, L.L.C., dated as of __________, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Teledyne Technologies Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be transferable.evidenced by the shares to which this statement relates. Teledyne Technologies Incorporated will mail to the holder of the shares to which this statement relates and any registered pledgee of uncertificated shares a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. With respect to Common Shares in book-entry form for which there has been sent a confirmation or account statement and Common Shares in uncertificated form for which there has been sent an initial transaction statement containing the foregoing legend, until the Distribution Date, the rights associated with such Common Shares shall be evidenced by such Common Shares alone, and the registration of transfer or pledge, or the release from pledge, of

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan, or Lxxxxx) of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares Common Shares of Common Stock the Company aggregating 15% or more of the Common Stock then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares of the Company (or, in the case of uncertificated Common Shares, by the book-entry account that evidences record ownership of such Common Shares) registered in the names of the holders thereof (which certificates, if any, shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. With respect to uncertificated Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the book-entry account that evidences record ownership of such Common Shares in the names of the holders thereof together with a copy of the Summary of Rights maintained by the Company. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate (or, in the case of uncertificated Common Shares, a transfer recorded in the book-entry accounts that evidence record ownership of such Common Shares) for Common Stock Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Bluegreen Corporation and First Chicago Trust Company of New YorkMellon Investor Services LLC, dated as of April 13July 27, 19982006, as the same it may be amended or supplemented from time to time (the "Rights “Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Bluegreen Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Bluegreen Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as As set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void void. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Shares of the Company represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (for each Common Share so held, subject to the adjustment as provided herein) for each share provisions of Common Stock so heldSection 11 of this Rights Agreement. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation Telik, Inc. (the “Company”) and First Chicago Trust Company of New YorkXxxxx Fargo Bank Minnesota, N.A. as Rights Agent (the “Rights Agent”), dated as of April 13November 2, 19982001, as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporationthe Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth As described in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain transferees thereof will related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer be transferableoutstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth calendar day after the Stock Shares Acquisition Date (or, in the event that Board determines on or before such tenth calendar day to effect an exchange in accordance with Section 24 and determines in accordance with Section 24(e) that a later date is advisable, such later date that is not more than 20 days after the Shares Acquisition Date) or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonPerson or may have been determined prior to the execution of this Agreement) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; , the earlier of such dates being herein referred to as the "“Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares (which certificates shall also be deemed to be Right Certificates) or, in the case of uncertificated shares, by the balances indicated in the book-entry account system of the transfer agent for the Common Shares (together with a transaction advise with respect to such shares), registered in the names of the holders thereof and not by separate Right Certificates Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right (for each Common Share so held, subject to the adjustment as provided herein) for each share provisions of Common Stock so heldSection 11. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates, and the Rights will be transferable only separately from the transfer of Common Shares. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that neither the Distribution Date nor the Final Expiration Date has occurred. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C B hereto (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any an Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares. With respect to certificates for Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates or book-entry accounts (together with the transaction advice with respect to such shares) registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented therebyShares. (c) Certificates issued or transaction advices, as applicable, for Common Stock (including, without limitation, upon transfer of Shares that become outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New YorkTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN LOOKSMART, dated as of April 13LTD (THE “COMPANY”) AND COMPUTERSHARE TRUST COMPANY, 1998N.A., as the same may be amended from time to time AS RIGHTS AGENT (the "Rights Agreement"THE “RIGHTS AGENT”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital CorporationDATED AS OF AUGUST 23, 2012, AS AMENDED FROM TIME TO TIME (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforTHE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR ADDRESSED TO THE SECRETARY OF THE COMPANY. Under certain circumstancesAS DESCRIBED IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferableWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or (ii) the tenth Business Day (an Acquiring Person that an Acquiring Person has become such, or such later earlier date as may be determined by action a majority of the Board of Directors prior to such time as any Person becomes shall become aware of the existence of an Acquiring PersonPerson or (ii) after such date, if any, as may be designated by the date Board of Directors following the commencement by any Person (other than an Exempt Person) of, or of the first public announcement disclosure of the intention of such Person (other than an Exempt Person) intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or compensation plan of the Company or of any Subsidiary of the Company or any Person holding Common Shares for or pursuant to the terms of any such plan) for outstanding Common Shares, if upon consummation of which such tender or exchange offer such Person would result in any be an Acquiring Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the Book-Entries, or certificates for for, Common Stock registered in the names name of the holders thereof of Common Stock (together with, in the case of Book-Entries representing, or the certificates for, Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Book-Entries or Rights Certificates and the record holders of the Common Stock represented by such Book-Entries or certificates shall be the record holders of the Rights represented thereby, and (y) the Rights will be transferable only in connection with the transfer of Common StockShares. Until the Distribution Date (or, if earlier, the Expiration Date), transfer on the Company's stock ownership records of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Rights associated with the Company Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Common Shares, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. (c) Rights shall be issued in respect of all Common Shares issued or disposed of (including, without limitation, upon disposition of Common Shares out of treasury stock or issuance or reissuance of Common Shares out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates for Common Shares and confirmations evidencing Book-Entries which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between BREK Energy Corporation and U.S. Bank, N.A. dated as of March 1, 2002, as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of BREK Energy Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. BREK Energy Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person). (d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth Close of Business on the 10th calendar day after the Stock Share Acquisition Date or Date, (ii) the tenth Close of Business on the 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes shall become an Acquiring Person) after the date of (x) the commencement commencement, by any Person (Person, other than an Exempt Person) , of, or of (y) the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the if, upon consummation of which thereof, such Person would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (be an Acquiring Person, including any such date which is after the date of this Agreement and prior to the issuance of the Rights; Rights (the earlier earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined, with the concurrence of a majority of the Disinterested Directors, by action of the Directors of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a the "Right CertificateCertificates"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy notification of a Summary the existence of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock out- standing outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender Rights will be evidenced by such certificates for transfer of any certificate for the Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate. (c) Certificates issued for the Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in a Shareholder Rights Agreement between Associates First Capital Corporation Delta Apparel, Inc. and First Chicago Trust Company of New YorkUnion National Bank, as Rights Agent, dated as of April 13January 27, 1998, as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. Delta Apparel, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation Delta Apparel, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by issued to Acquiring Persons or transferred to any Person who becomes an Acquiring Person Affiliates or Associates thereof (as defined in the Rights Agreement) and certain transferees thereof will any subsequent holder of such Rights may become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date or the earlier of the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and will the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) to commence, a tender offer (other than a tender offer which is an Approved Transaction) or exchange offer offer, the consummation of which would may result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding a Substantial Block (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date")) of either Class of Common Stock, (x) the Rights associated with each Class of Common Stock will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for such Class of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of associated Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested in writing by the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A-1 (Series A Rights) and Exhibit A-2 (Series B Rights) hereto (each a "Right Certificate"), evidencing one Series A Right (subject to adjustment as provided herein) for each share of Class A Common so held and one Series B Right for each share of Class B Common so held. If the Company requests that the Rights Agent send such Rights Certificates, it shall timely provide to the Rights Agent a list, in physical and acceptable electronic formats, of the holders of Common Stock so heldas of the close of business on the Distribution Date with the address of each such holder as shown on the records of the Company. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, including the surrender for transfer of any certificate representing such Common Stock with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the such Common Stock represented therebyStock. (c) Certificates issued for Common Stock which become outstanding (including, without limitation, whether upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesCommon Stock or issuance upon transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them them, in the case of share certificates, the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Crown Central Petroleum Corporation and First Chicago Trust Company of New YorkUnion National Bank, dated as of April 13February 1, 1998, as the same may be amended from time to time 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Crown Central Petroleum Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Crown Central Petroleum Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date or Final Expiration Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock which are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence (unless such Person publicly announces within five (5) Business Days that it no longer intends to commence), a tender or exchange offer the consummation of which would could result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (including any such earlier date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance or distribution of Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights (and the right to receive Right Certificates) will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, (and, if at such time, the Rights Agent is not also the Company's transfer agent, provide the Rights Agent with a list of stockholders (together with all other necessary information)), the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, sendsend at the expense of the Company) by first-class, insured, postage-prepaid mailmail (or such other method of delivery selected by the Company), to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right for each Common Share so held (subject to adjustment as provided herein) for each share of Common Stock so heldin this Agreement). As of the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On The Rights Agent will mail to any holder of the Record Date, or as soon as practicable thereafter, the Company will send Right Certificates a copy of a Summary of Rights this Agreement without charge to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (holder but at the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as expense of the close Company after receipt of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Companya written request therefor. With respect to certificates for representing Common Stock out- standing Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented Shares evidenced thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date Effective Time but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain rights (the "Rights") as set forth in a the Amended and Restated Rights Agreement between Associates First Capital Corporation Continental Airlines, Inc. and First Chicago Trust Company of New YorkChaseMellon Shareholder Services, LLC, dated as of April 13November 15, 1998, 2000 as the same it may be amended from time to time be amended or supplemented pursuant to its terms (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a reference. A copy of which the Rights Agreement is on file at the principal executive offices of Associates First Capital Corporation. Continental Airlines, Inc. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Corporation ChaseMellon Shareholder Services, LLC will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights rights beneficially owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will other Persons shall become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares that are no longer be transferableoutstanding.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares Common Shares of Common Stock the Company aggregating 15% or more of the Common Stock then outstanding Common Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by Book Entry or the certificates for Common Stock Shares of the Company registered in the names of the holders thereof (which certificates and Book Entry shall also be deemed to be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business Rights Dividend Effective Time on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Stock out- standing Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates or Book Entries registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record DateDate represented by certificates or Book Entry, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. (c) Certificates issued for Common Stock Shares which become outstanding (including, without limitation, upon transfer reacquired Common Shares referred to in the last sentence of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights an Agreement between Associates First Capital Genesis Healthcare Corporation and First Chicago Trust Company [Name of New YorkRights Agent], dated as of April 13[October __], 19982003, as the same it may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Genesis Healthcare Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Associates First Capital Genesis Healthcare Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as As set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates alone, and will the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer be transferableoutstanding.