Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company registered in the names of the holders of such Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary information, send at the Company’s expense) by first-class, insured, postage prepaid mail, to each record holder of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated 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 National Fuel Gas 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. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date (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) ; or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board shall determineof Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer if, upon (other than a Permitted Offer) the consummation thereof, of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such Person would become an Acquiring Person date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the such dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”) ), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for the Common Stock Ordinary Shares of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Ordinary Shares of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Ordinary Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Ordinary Share so held, subject to adjustment as provided herein. 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) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common StockOrdinary Shares, in substantially the form attached hereto as of Exhibit B hereto (the “Summary of Rights”), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Ordinary Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock Ordinary Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares Ordinary Shares of Common Stock the Company represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Common Stock of Ordinary Shares issued (or delivered from the Company issued Company’s treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially be evidenced by the following formlegends: (i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent certificates for Rights) shall bear the following legend: This certificate also evidences and entitles The Ordinary Shares par value NIS 0.10 per share, of On Track Innovations Ltd. (the “Corporation”) entitle the holder hereof thereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas the Corporation and Continental Stock Transfer & Trust Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June January 12, 1996, 2009 as may be amended or restated 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 National Fuel Gas Companythe 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 the shares to which this certificatestatement relates. National Fuel Gas Company The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this certificate statement relates a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may become be null and void. After The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the due execution requisite qualification for the issuance to such holder, or the exercise by such holder of any supplement the Rights in such jurisdiction, shall not have been obtained or amendment be obtainable. With respect to this Agreement Ordinary Shares in accordance with book-entry form for which there has been sent a confirmation or account statement containing the terms hereofforegoing legend, until the earliest of the Distribution Date, the reference to this Agreement in Redemption Date or the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Final Expiration Date, the Rights associated with the Common Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary 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 an Agreement between On Track Innovations Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of January 12, 2009 as may be amended from time to time (the “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 Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person and/or any Associate and/or Affiliate thereof (as such terms are defined in the Rights Agreement) may be null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Ordinary Shares of the Company represented by such certificatesthereby. In the event that the Company purchases or acquires any shares Ordinary Shares of Common Stock the Company after the Record Date but prior to the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Common Stock Ordinary Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares Ordinary Shares of Common Stock the Company which are no longer outstanding. The failure to print , until such Ordinary Shares so purchased by the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereofCompany are again outstanding.

Issue of Right Certificates. (a) Until the earlier of Distribution Date (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or such later date as the Board Rights shall determine) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof 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) by the certificates for the representing Common Stock of the Company Shares registered in the names of the record holders of such Common Stock thereof (which certificates for representing Common Stock Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates), and together with a copy of the Summary of Rights, (yii) the right to receive Right Certificates will Rights shall be transferable only in connection with the transfer of the underlying Common Stock Shares, and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued, with or without a copy of the Company. Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. (b) As soon promptly as practicable after receipt the Record Date, the Company shall send a copy of a Summary of Rights to Purchase Preferred Shares in substantially the form attached hereto as Exhibit C, 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 as of such date. (c) Rights shall be issued by the Rights Agent Company in respect of written notice all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between FRP Properties, Inc. and First Union National Bank, dated as of May 5, 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 FRP Properties, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. FRP Properties, Inc. 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, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) As promptly as practicable after the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, shall countersign and the Company will shall send or cause to be sent (and the Rights Agent willshall, if requested and provided with all necessary informationrequested, send at the Company’s expense) send), by first-class, insured, postage prepaid mail, to each record holder of Common Stock of the Company Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided hereinadjustment. As of and after the Distribution Date, the Rights will shall 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated 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 National Fuel Gas 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. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of tenth Business on the tenth business day Day (or such later date as may be determined by action of the Board shall determineof 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 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 Person organized, appointed or established by the Company or any Subsidiary of the Company entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if(which intention to commence remains in effect for five Business Days after such announcement), upon the consummation thereof, such of which would result in any Person would become 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 the such dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common Stock of the CompanyShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage prepaid mail, to each record holder of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by firstpostage-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated 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 National Fuel Gas 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. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.prepaid

Issue of Right Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company registered in the names of the holders of such Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) Shares and not by separate Right CertificatesCertificates (as hereinafter defined) and the registered holders of the Common Shares shall be deemed to be the registered holders of the associated Rights, and (yii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Stock of the Company. Shares. (b) As soon as practicable after receipt by the Company has notified the Rights Agent in writing of written notice from the Company occurrence of the Distribution Date, the Company will prepare prepare, sign and executedeliver to the Rights Agent, and the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send at the Company’s expense) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company Shares as of the Close close of Business business on the Distribution Date, 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 A hereto (a “Right Certificate”), Certificates evidencing one Right for each share of Common Stock so held, (subject to adjustment as provided herein) for each Common Share so held. As If an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p), 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. 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock Shares in issue as of the Company Record Date or issued after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date. In addition, in connection with the issuance of Common Shares following the Distribution Date and prior to the Expiration Date, orthe Company (i) shall, with respect to Common Shares so issued (x) pursuant to the exercise of any share 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 (ii) may, in certain circumstances any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issue; 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 Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in Section 22 hereof, lieu of the issue thereof. (d) Certificates for the Common Shares issued after the Record Date but prior to the earlier of the Distribution Date. Certificates representing such shares of Common Stock Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company ADT Limited and Marine Midland Bank (subsequently known as HSBC Bank USA)Citibank, N.A. dated as of June 12November 6, 1996, as amended or restated 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 registered office of National Fuel Gas the Company. 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 will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or may expire. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights beneficially owned by 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled and retired so that the Company shall not be entitled to exercise exerciseable for securities in any Rights associated with jurisdiction if the shares of Common Stock which are no longer outstanding. The failure to print the foregoing legend on any requisite qualification in such Common Stock certificate or any other defect therein jurisdiction shall not affect have been obtained, such exercise therefor shall not be permitted under applicable law or a registration statement in any manner whatsoever the application or interpretation respect of the provisions of Section 7(e) hereofsuch securities shall not have been declared effective.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close close of Business business on the tenth business calendar day (or such later date as may be determined by action of the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement ofby, or of the first public announcement of the intention intent of any Person (in each case 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 Person organized, appointed or established by the Company or any Subsidiary entity holding shares of Common Stock of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer ifoffer, upon the consummation thereof, such of which would result in any Person would become becoming an Acquiring Person (the earlier of the dates in subsection subsections (i) and (ii) hereof being herein referred to as the “"Distribution Date”) "), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock also shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (yB) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the CompanyStock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, execute and the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage prepaid pre-paid mail, to each record holder of Common Stock of the Company as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificatecertificate, in substantially the form of set forth in Exhibit A B attached hereto (a “"Right Certificate”"), evidencing representing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced represented 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Preferred Stock, in substantially the form set forth in Exhibit C attached hereto as Exhibit B (the “"Summary of Rights”"), by first-class, postage prepaid pre-paid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced represented by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders thereof, together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between National Fuel Gas Company Xxxx-Xxxx Realty Corporation and Marine Midland Bank (subsequently known as HSBC Bank USA)ChaseMellon Shareholder Services, LLC, dated as of June 12July 6, 1996, as amended or restated 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 National Fuel Gas CompanyXxxx-Xxxx Realty Corporation. 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. National Fuel Gas Company Xxxx-Xxxx Realty Corporation will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days charge, after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. ." After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced represented by such certificates alone, and 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 certificatesthereby. 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 shares of Common Stock shall be deemed canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on (i) the tenth calendar day after the Shares Stock Acquisition Date or (ii) the Close such date, if any, as may be determined by action of Business on the tenth business day (or such later date as the Board shall determine) of Directors of the Company 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 or trustee holding Common Shares for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) 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 Company, or any Person organized, appointed entity or established by the Company or any Subsidiary of the Company trustee holding Common Shares for or pursuant to the terms of any such planplan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would become becoming 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 the such dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”) ), (x) the Rights will be evidenced attach to (subject to the provisions of paragraph Section 3(b) hereof) the Common Shares (bwhether in book-entry, certificated or uncertificated form) of this Section 3) issued and outstanding, and the Rights will be owned by the certificates for registered holder of the Common Stock of the Company registered in the names of the holders of such Common Stock (which certificates for Common Stock shall Shares and will not be deemed also to be Right Certificates) and not evidenced by separate Right Certificates, Certificates and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the CompanyShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock of the Company Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject subject, in the case of Common Shares held in uncertificated form on the Distribution Date, to adjustment as the rights provided hereinby law to a registered pledgee whose security interest has been duly registered with the Company. 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) As soon The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached hereto as of Exhibit B (the “Summary of Rights”), by first-class, postage prepaid mailC 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 Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of the Common Stock of the Company Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock Shares in respect of the Company outstanding on the Record Date which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of such Common Stock represented by such certificateShares. (c) Rights shall be issued in respect of all shares of Common Stock of Shares which are issued in certificated form (whether originally issued or from the Company issued Company’s treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates and certificates representing such shares of Common Stock Shares shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between National Fuel Gas Company Xerium Technologies, Inc. (the “Company”) and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated from time to time the 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 National Fuel Gas the 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. National Fuel Gas The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in 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), INCLUDING SUCH RIGHTS HELD BY A SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates of Common Shares containing the Rights Agreementforegoing legend, Rights beneficially owned by an Acquiring Person may become null and void. After until the due execution earliest of any supplement or amendment to this Agreement in accordance with the terms hereofDistribution Date, the reference to this Agreement in Redemption Date or the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Expiration Date, the Rights associated with the Common Stock of the Company Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. (d) Rights shall be issued in respect of all Common Shares which are issued in book-entry or uncertificated form (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date, and 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 Common Stock, par value $0.001 per share, of Xerium Technologies, Inc. (the “Company”) to which this statement relates also evidences and entitles the holder thereof to certain rights as set forth in a Rights Agreement between the Company and the 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 offices of the 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 the shares to which this statement relates. The Company 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), INCLUDING SUCH RIGHTS HELD BY A SUBSEQUENT HOLDER, 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 earliest of the Distribution Date, the Redemption Date or the Expiration Date, the Rights associated with such Common Shares shall be evidenced by such certificates. Common Shares alone, and the registration of transfer or pledge, or the release from pledge, of any such Common Shares shall also constitute the registration of transfer or pledge, or the release from pledge, as the case may be, of the Rights associated with such Common Shares. (e) In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of tenth Business on the tenth business day Day (or such later date as may be determined by action of the Company's Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of any Person to commence, a tender or exchange offer the consummation of which would result in 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 Company, any Person organized, appointed or established by the Company or any Subsidiary of the Company entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator, or fiduciary of such a plan) becoming the Beneficial Owner of Common Shares of the Company aggregating 15% or more of the then outstanding Common Shares (including in either case any such date which is after the date of this Agreement and prior to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the Payment Date; the earlier of the such dates in subsection (i) and (ii) hereof being herein referred to as the “"Distribution Date”) "; provided, however, that if the tenth day or Business Day, as the case may be, after the pertinent date occurs before the Record Date, "Distribution Date" shall mean the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock of the Company Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the CompanyShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock of the Company Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “"Right Certificate”"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated 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 National Fuel Gas 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. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth calendar day Business Day after the Shares Stock Acquisition Date or (ii) the Close close of Business business on the tenth business day Business Day (or such later date as may be determined by action of the Board shall determineof Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any Person entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer if, upon consummation thereof, would result in any Person becoming the Beneficial Owner of Voting Power aggregating 20% or more of the outstanding Voting Power (including any such Person would become an Acquiring Person (date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of the such dates in subsection (i) and (ii) hereof being herein referred to as the “"Distribution Date”) "), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the CompanyStock, as more fully set forth below. As soon as practicable after receipt by the Company has notified the Rights Agent of written notice from the Company occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested and provided with all necessary information, send at the Company’s expense) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A hereto 7 (a “the "Right Certificate”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 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) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as of Exhibit B hereto (the “"Summary of Rights”"), by first-first- class, postage prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock, Stock registered in the names of the holders of the Common Stock and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption redemption, expiration or expiration termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding in respect of the Company outstanding on the Record Date which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Dateredemption, or, in certain circumstances provided in Section 22 hereof, after expiration or termination of the Distribution Date. Certificates representing such shares of Common Stock Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Xxxxx Group, Inc. (the "Company") and Boatmen's Trust Company and Marine Midland Bank (subsequently known as HSBC Bank USAthe "Rights Agreement"), dated as of June 12, 1996, as amended or restated it may from time to time (the “Rights Agreement”)be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of National Fuel Gas the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, expire, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate. National Fuel Gas The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement, ) and any subsequent holder of such Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of tenth Business on the tenth business day Day (or such later date as may be determined by action of the Board shall determineof Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of 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 Person organized, appointed or established by the Company or any Subsidiary entity holding Common Shares of the Company for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer if, upon the consummation thereof, of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 15% or more of the then outstanding Common Shares of the Company (including any such Person would become an Acquiring Person (date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of the such dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”) ), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Shares of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrequested, send at the Company’s expensesend) 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, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. 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) As soon as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send make available upon request a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached of Exhibit C hereto as Exhibit 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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares Common Shares of Common Stock the Company represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock of the Company issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights an Agreement between Xxxx Xxxx Technologies Corporation and National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA)City Bank, dated as of June 12July 31, 19962008, as it may be amended or restated 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 National Fuel Gas CompanyXxxx Xxxx Technologies 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. National Fuel Gas Company Xxxx Xxxx Technologies Corporation will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person may (as defined in the Agreement) become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatesthereby. In the event that the Company purchases or acquires any shares Common Shares of Common Stock the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares Common Shares of Common Stock the Company which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day Business Day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as the Board of Directors, with the concurrence of the Audit Committee, shall determine) after the date of the commencement of, or of (within the first public announcement meaning of Rule 14d-2 under 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commenceExchange Act), a tender or exchange offer if, upon the consummation thereof, such Person of which would become result in any Person's becoming 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 the such dates referred to in subsection clauses (i) and (ii) hereof of this Section 3(a) 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) by the certificates for the Common Stock of the Company Ordinary Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock Ordinary Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Ordinary Shares. The Board of Directors may defer the date set forth in clause (ii) of the Companypreceding sentence to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors, with the concurrence of the Audit Committee. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock of the Company Ordinary Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)hereto, evidencing one Right for each share of Common Stock Ordinary Share so held, subject to adjustment as provided herein. 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) As soon as practicable following At the Record Daterequest of any holder of Ordinary Shares, the Company will send or cause to be sent a copy of a Summary of Rights to Purchase Common StockOrdinary Shares, in substantially the form attached hereto as Exhibit B (the “"Summary of Rights”"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company Ordinary Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and Ordinary Shares registered in the registered holders of Common Stock names of the Company shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier redemption Redemption Date or expiration of the RightsFinal Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock of the Company Ordinary Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock Ordinary Shares represented by such certificatethereby. (c) Rights shall be Certificates issued in respect for Ordinary Shares (including, without limitation, certificates issued upon transfer or exchange of all shares of Common Stock of the Company issued Ordinary Shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, or written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Bonus Rights Agreement between National Fuel Gas Company Lumenis Ltd. and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated from time to time the 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 National Fuel Gas Company. Lumenis Ltd. 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 certificateCertificate. National Fuel Gas Company Lumenis Ltd. will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request thereforthereof. Under certain circumstances set forth circumstances, Rights issued to Acquiring Persons or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement, Rights beneficially owned by an Acquiring Person ) may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock of the Company Ordinary Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Ordinary Shares 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereofthereby.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Share Acquisition Date or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof being herein hereinafter referred to as the “Distribution Date”) (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock of the Company Ordinary Shares registered in the names of the holders of such Common Stock (thereof, which certificates for Common Stock of Ordinary Shares shall be deemed also to be Right Certificates) and certificates for Rights (or, with respect to Ordinary Shares not represented by certificates, the Rights related thereto will be evidenced by notation on the records of the Company evidencing ownership of such Ordinary Shares), and, in each case, not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Stock of the CompanyOrdinary Shares evidencing such Rights. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested to do so by the Company and provided with all necessary informationinformation and documents, send at in form, format and substance satisfactory to the Company’s expenseRights Agent, send) by first-class, insured, postage prepaid mailsuch means as the Company shall select (or direct the Rights Agent to use in a written notice), to each record holder of Common Stock of the Company Ordinary Shares as of the Close close of Business business on the Distribution DateDate (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, the transfer agent or the registrar for the Ordinary Shares (and if the Rights Agent is not the transfer agent or registrar for the Ordinary Shares, the Company shall promptly provide such information to the Rights Agent in a form, format and substance satisfactory to the Rights Agent) a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held, (subject to adjustment as provided herein) for each Ordinary Share so held. As of and after 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 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 On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached of Exhibit C hereto as Exhibit B (the “Summary of Rights”), by first-class, postage prepaid mailsuch means as the Company shall select, to each record holder of Common Stock Ordinary Shares as of the Close of Business on the Record DateDate (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 of the Company Ordinary Shares (or Book Entry Ordinary Shares) outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be holders thereof (or such Book Entry shares) together with the registered holders Summary of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of or, if earlier, the RightsExpiration Date), the surrender for transfer of any of the certificates certificate for Common Stock of the Company Ordinary Shares (or any Book Entry Ordinary Shares) outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock Ordinary Shares represented by such certificatethereby. (c) Rights shall be issued in respect of all shares Ordinary Shares issued or disposed of Common Stock (including, without limitation, upon transfer or exchange or disposition of the Company issued Ordinary Shares out of treasury or issuance or reissuance of Ordinary Shares out of authorized but unissued share capital) after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares issued for Ordinary Shares (including, without limitation, upon transfer of Common Stock outstanding Ordinary Shares, disposition of Ordinary Shares out of treasury or issuance or reissuance of Ordinary Shares out of authorized but unissued share capital) 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 shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company Theravance Biopharma, Inc. (the “Company”) and Marine Midland Bank (subsequently known Computershare Inc., as HSBC Bank USA)Rights Agent, dated as of June 12, 19962014 and as amended, as amended supplemented, restated, extended or restated renewed 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 National Fuel Gas the 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. National Fuel Gas The Company will mail deliver to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is or becomes an Acquiring Person may or Affiliate or Associate thereof (as those terms are defined in the Rights Agreement) and certain transferees thereof will become null and voidvoid and will no longer be transferable. After With respect to any Book Entry Ordinary Shares, a legend in substantially the due execution form of the foregoing shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing a legend in substantially the form of the foregoing, or any supplement or amendment notice delivered to this Agreement the holders of Book Entry shares in accordance with the terms hereofpreceding sentence, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until until the Distribution Date, Date the Rights associated with the Common Stock of the Company Ordinary Shares represented by such certificates containing the foregoing legend or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any of such certificates certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock Ordinary Shares represented by such certificatesthereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock Ordinary Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Ordinary Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Ordinary Shares which are no longer outstanding. The Notwithstanding this paragraph (c), neither the omission of a legend nor the failure to print deliver the foregoing notice of such legend on required hereby shall affect the enforceability of any such Common Stock certificate part of this Agreement or the rights of any other defect therein shall not affect in any manner whatsoever the application or interpretation holder of the provisions of Section 7(e) hereofRights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth calendar day after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the Close close of Business business on the tenth business day (or such later date as the Board shall determine) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the CompanyStock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, the Rights Agent will 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 at the Company’s expense) , will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock of the Company as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), ) dated as of June 12, 1996, as amended or restated 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 National Fuel Gas 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. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after Business Day following the Shares Acquisition Date or (ii) the Close of Business on the tenth business day fifteenth (15th) Business Day (or such later date as may be determined by action of the Board shall determineprior to the time as any Person becomes an Acquiring Person) after the date of the commencement of, on which a tender or of the first public announcement of the intention of exchange offer 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 Company, or any Person or entity organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commenceis first commenced within the meaning of Rule 14d-2(a) of the Rules, a tender or exchange offer if, if upon consummation thereof, such Person would become an Acquiring Person be the Beneficial Owner of 15% or more of the Common Shares then outstanding (the earlier of the dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution "Separation Date”) "), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock of the Company Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of Shares. The Company must promptly notify the CompanyRights Agent in writing and request the transfer agent to provide a shareholders list. As soon as practicable after receipt by the Rights Agent of receives such written notice from the Company of the Distribution Date, the Company will prepare and executeshareholders list, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send at the Company’s expense) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock of the Company Shares as of the Close of Business on the Distribution Separation Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit A hereto (a “Right Certificate”)B hereto, evidencing one Right 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(p) hereof, subject to adjustment as provided hereinat 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 and after the Distribution Separation 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Series A Preferred Stock, in substantially the form attached hereto as Exhibit B C (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company Shares outstanding as of the Record Date, until the Distribution Separation Date, the Rights will be evidenced by such certificates for Common Stockregistered in the names of the holders thereof, together with a copy of the Summary of Rights attached thereto, and the registered holders of the Common Stock of the Company Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration earliest of the Rights)Separation Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any of the certificates certificate for Common Stock of the Company Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Certificates for Common Stock of the Company Shares issued after the Record Date but prior to the earlier earliest of the Distribution Separation Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PFSWEB, INC. AND CHASEMELLON SHAREHOLDERS SERVICES, L.L.C. DATED AS OF JUNE 8, 2000 (subsequently known as HSBC Bank USATHE "RIGHTS AGREEMENT"), dated as of June 12THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PFSWEB, 1996INC. UNDER CERTAIN CIRCUMSTANCES, as amended or restated from time to time AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. PFSWEB, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (the “Rights Agreement”AS SUCH TERMS ARE DEFINED IN 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 National Fuel Gas Company. Under certain circumstancesWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereofMAY BECOME NULL AND VOID.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar (10th) day after the Shares Acquisition Date Date, or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to this clause (ii) may be made at any time during the Special Period) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-2(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, if upon consummation thereof, such Person would become an Acquiring Person Person, (the earlier of the dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”) ), (x) the Rights will be evidenced (subject to the provisions of paragraph paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock of the Company Shares registered in the names of the holders of such the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be Right Certificates) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of Shares (including a transfer to the Company). As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 Agent, will, if requested and provided with all necessary information, send at the Company’s expensesend) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares of the Company as of the Close of Business on the Distribution 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 A B hereto (a the “Right CertificateCertificates”), evidencing one Right for each share Common Share of Common Stock the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share of the Company has been made pursuant to Section 11(o) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that 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 Close of Business on 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, 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) As soon as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send has sent a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached of Exhibit C hereto as Exhibit B (the “Summary of Rights”), by first-first class, postage postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date, at the address of such holder shown on the books and records of the CompanyCompany or the transfer agent or registrar for the Common Shares. The Company shall send a Summary of Rights to any holder of Rights who may so request the same from time to time prior to the Expiration Date. With respect to certificates for the Common Stock Shares outstanding prior to the Close of the Company outstanding as of Business on the Record Date, until Date or issued subsequent to the Distribution Record Date, the Rights will be evidenced by such certificates for the Common StockShares on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights) in the names of the holders thereof, and the registered holders of the Common Stock Shares of the Company also shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption redemption, expiration or expiration termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock of the Company outstanding on the Record Date Shares shall also constitute the transfer of the Rights associated with the shares of Common Stock Shares represented by such certificate. (c) (i) Rights shall be issued in respect of all shares of Common Stock of Shares which are issued (whether originally issued or from the Company issued Company’s treasury) after the Record Date Date, but prior to the earlier earliest of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Plan Termination Date. Certificates representing such shares of Common Stock Shares shall have impressed onbe deemed also to be certificates for Rights, printed onand shall bear a legend, written on or otherwise affixed to them a legend substantially in substantially the following formform set forth below: “This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between National Fuel Gas Company Xxxxxx Xxxxxx International Inc. and Marine Midland Bank (subsequently known as HSBC Bank USA)ChaseMellon Shareholder Services, L.L.C.) and dated as of June 12July 31, 19961997 (as the same may be amended, as amended supplemented or restated otherwise modified 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 National Fuel Gas Company. Xxxxxx Xxxxxx International 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. National Fuel Gas Company Xxxxxx Xxxxxx International 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 within five Business Days after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights beneficially owned by issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. After .” If such certificates were issued after the due execution of any supplement or amendment Record Date and have not been updated to reflect this Agreement in accordance with the terms hereofAgreement, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior deemed to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled have been amended to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereofreflect this Agreement.

Issue of Right Certificates. (a) Until the earlier of tenth (i10th) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or including any such later date as the Board shall determine) which is after the date of this Agreement and prior to the commencement of, or issuance 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof being herein referred to as Rights; the “Distribution Date”) ), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right CertificatesCertificates or book entry, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will 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 information and documents at the expense of the Company’s expense, 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 DateDate (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 A B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. 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, the Redemption 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 none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, 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 Common StockPreferred Shares, in substantially the form attached of Exhibit C hereto as Exhibit B (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 DateDate (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. With respect to certificates for Common Stock Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares Common Shares of Common Stock the Company represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock of the Company issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights an Agreement between National Fuel Gas Company CEC Entertainment, Inc. and Marine Midland Bank (subsequently known as HSBC Bank USA)Computershare Trust Company, N.A., dated as of June 12January 15, 19962014, as it may be amended or restated 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 National Fuel Gas Company. CEC Entertainment, Inc. 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. National Fuel Gas Company CEC Entertainment, 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 within five Business Days after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights beneficially owned that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person may (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and voidvoid and non-transferable. After With respect to any Book Entry Common Shares of the due execution Company, such legend shall be included in the Ownership Statement in respect of any supplement such Common Share or amendment in a notice to this Agreement the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the terms hereofforegoing legend, the reference to this Agreement in or any notice containing the foregoing legend shall mean delivered to holders of Book Entry Common Share, until the Agreement as so supplemented or amended. Until earliest of the Distribution Date, the Rights associated with the Common Stock Shares of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of such certificates any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatesthereby. In the event that the Company purchases or acquires any shares Common Shares of Common Stock the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares Common Shares of Common Stock the Company which are no longer outstanding. The failure to print Notwithstanding this Section 3(c), the foregoing omission of a legend on any such Common Stock certificate or any other defect therein shall not affect in the enforceability of any manner whatsoever part of this Rights Agreement or the application or interpretation rights of any holder of the provisions of Section 7(e) hereofRights.

Issue of Right Certificates. (a) Until the earlier of tenth (i10th) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or including any such later date as the Board shall determine) that is after the date of this Agreement and prior to the commencement of, or issuance 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof being herein referred to as Rights; the “Distribution Date”) ), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right CertificatesCertificates or book entry, and (y) the Rights Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Shares of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will 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 information and documents at the expense of the Company’s expense, 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 DateDate (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 A B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary herein, the Company may choose to use book entry in lieu of physical certificates, in which case “Rights Certificates” shall be deemed to mean the uncertificated book entry representing the related Rights. As of and after 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated 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 National Fuel Gas 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. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.such

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board shall determineof Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer to acquire Corporation Securities by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any Person entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer if, upon consummation thereof, such to acquire Corporation Securities would result in any Person would become becoming 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 the dates referred to in subsection clauses (i) and or (ii) hereof being herein referred to as ), the “Distribution Date”) without giving effect to restrictions set forth in the Articles of Incorporation, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders of such the Common Stock, or by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of such a certificate (an “Ownership Statement”) (which certificates for Common Stock or Ownership Statements shall be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the CompanyStock, as more fully set forth below. As soon as practicable after receipt by the Company has (A) notified the Rights Agent in writing of written notice from the Company occurrence of the Distribution Date, (B) provided the Rights Agent with written instructions, and (C) provided or caused the Rights Agent to be provided with all other information (including mailing information) which the Rights Agent may reasonably request, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested and provided with all necessary information, send at the Company’s expense) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A B hereto (a the “Right Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify Until the Rights Agent in writing upon the occurrence receives written notice of the Distribution Date and, if such notification is given orally, from the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights AgentCompany, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As soon as practicable following In connection with the Record Dateadoption of the Original Section 382 Rights Agreement, the Company will send sent a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), Preferred Stock by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record DateTime, at the address of such holder shown on the records of the Company. With respect to certificates or Ownership Statements for the Common Stock of the Company outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock, Stock registered in the names of the holders of the Common Stock and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption redemption, expiration or expiration termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding in respect of the Company outstanding on the Record Date which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Certificates or Ownership Statements for the Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Dateredemption, or, in certain circumstances provided in Section 22 hereof, after expiration or termination of the Distribution Date. Certificates representing such shares of Common Stock Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate [certificate] [statement] also evidences and entitles the holder hereof to certain Rights as set forth in a Section 382 Rights Agreement between National Fuel Gas Company Reinsurance Group of America, Incorporated (the “Company”) and Marine Midland Bank Mellon Investor Services LLC (subsequently known as HSBC Bank USAor any successor thereto), dated as of June 12, 1996Rights Agent, as amended or restated it may from time to time be supplemented or 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 National Fuel Gas the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this [certificate] [statement]. National Fuel Gas The Company will mail to the holder of this certificate [certificate] [statement] a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth circumstances, Rights issued to or held by Acquiring Persons (as defined in the Rights Agreement, ) and any subsequent holder of such Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement With respect to such certificates or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in Ownership Statements containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend or Ownership Statements shall be evidenced by such certificates or Ownership Statements alone, and the surrender for transfer of any of such certificates certificate or the transfer of any shares of Common Stock represented by such Ownership Statements, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificates or Ownership Statements. 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of tenth Business on the tenth business day Day (or such later date as may be determined by action of the Board shall determineof Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of intent to commence, by any Person (other than the Company, any wholly-owned Subsidiary of the Company, or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary entity holding shares of the Company Common Stock for or pursuant to the terms of any such plan) to commence), a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would become 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 the dates in subsection subsections (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Stock of the CompanyStock. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrequested, send at the Company’s expense) send), by first-first class, insured, postage postage-prepaid mail, to each record holder of the Common Stock of the Company as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)B hereto, evidencing one Right for each share of the Common Stock so held, subject to adjustment as provided herein. 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) As soon The Company will make available, as promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by first-class, postage prepaid mailC, 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 Final Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date (or earlier redemption or expiration of the Rights)Final Expiration Date, the surrender for transfer of any certificate representing shares of the certificates for Common Stock in respect of the Company outstanding on the Record Date which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented by such certificateStock. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Redemption Date and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company XXXXXX ENERGY, INC. and Marine Midland Bank AMERICAN STOCK TRANSFER & TRUST COMPANY (subsequently known as HSBC Bank USAthe "Rights Agent"), dated as of June 12February 17, 1996, as amended or restated from time to time 2006 (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 National Fuel Gas CompanyXXXXXX ENERGY, 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. National Fuel Gas Company The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights beneficially owned by issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 shares of Common Stock shall be deemed canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board shall determineof Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any Person entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer if, upon consummation thereof, would result in any Person becoming the Beneficial Owner of Voting Power aggregating 15% or more of the outstanding Voting Power (including any such Person would become an Acquiring Person (date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of the such dates in subsection (i) and (ii) hereof being herein referred to as the “"Distribution Date”) "), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the CompanyStock, as more fully set forth below. As soon as practicable after receipt by the Company has (i) notified the Rights Agent in writing of written notice from the Company occurrence of the Distribution Date, (ii) provided the Rights Agent with specific written instruction, and (iii) provided the Rights Agent with all other relevant information which the Rights Agent may request, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested and provided with all necessary information, send at the Company’s expense) by first-first class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A B hereto (a “the "Right Certificate”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify Until the Rights Agent in writing upon the occurrence receives written notice of the Distribution Date and, if such notification is given orally, from the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights AgentCompany, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Preferred Stock, in substantially the form attached of Exhibit C hereto as Exhibit B (the “"Summary of Rights”"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock, Stock registered in the names of the holders of the Common Stock and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption redemption, expiration or expiration termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding in respect of the Company outstanding on the Record Date which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Dateredemption, or, in certain circumstances provided in Section 22 hereof, after expiration or termination of the Distribution Date. Certificates representing such shares of Common Stock Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially to the following formeffect: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company SCS Transportation, Inc. (the "Company") and Marine Midland Bank Mellon Investor Services LLC (subsequently known as HSBC Bank USAor any successor thereto), dated as of June 12, 1996Rights Agent, as amended or restated it may from time to time be supplemented or 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 National Fuel Gas the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate. National Fuel Gas The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement, ) and any subsequent holder of such Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar 10th day after the Shares Acquisition Date or (ii) the Close of 10th Business on the tenth business day Day (or such later date as may be determined by action of the Board shall determineof Directors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person organized, appointed or established by the Company or entity (including any Subsidiary trustee) holding Common Shares of the Company Corporation for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer if, upon the consummation thereof, of which would result in any Person becoming the Beneficial Owner of Common Shares of the Corporation aggregating 15% or more of the then outstanding Common Shares of the Corporation (including any such Person would become an Acquiring Person (date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of the such dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”) ), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates (or book-entry credits) for the Common Stock Shares of the Company Corporation registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock or book-entry credits shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Shares of the CompanyCorporation. As soon as practicable after receipt by the Rights Agent of written notice from the Company of 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 and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Shares of the Company Corporation as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one 1 Right for each share of Common Stock Share so held, subject to adjustment as provided herein. 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) As soon as practicable following On the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached of Exhibit C hereto as Exhibit B (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, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates (or book-entry credits) for Common Stock Shares of the Company Corporation outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto or by such book-entry credits. Until the Distribution Date (or earlier redemption or expiration earliest of the Rights)Distribution Date, the Redemption Date, the Exchange Date, the Final Expiration Date or the Early Termination Date, the surrender for transfer of any certificate (or the transfer of any book-entry credit) for Common Shares of the certificates for Common Stock of the Company Corporation outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares Common Shares of Common Stock the Corporation represented by such certificatethereby. (c) Rights shall be issued Certificates (or book-entry credits) for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock of the Company issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date, the Final Expiration Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Early Termination Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between National Fuel Gas Company CBOT Holdings, Inc. and Marine Midland Bank (subsequently known as HSBC Bank USA)Computershare Investor Services LLC, dated as of June 1224, 19962005, as it may be amended or restated 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 National Fuel Gas Company. CBOT Holdings, Inc. 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. National Fuel Gas Company CBOT Holdings, 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 within five Business Days after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person may (as defined in the Agreement) become null and voidvoid and may not thereafter be exercised or transferred. After the due execution of any supplement With respect to such certificates (or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in book-entry credits) containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares of the Company Corporation represented by such certificates containing the foregoing legend (or book-entry credits) shall be evidenced by such certificates (or book-entry credits) alone, and the surrender for transfer of any of such certificates certificate (or book-entry credit) shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Corporation represented by such certificatesthereby. In the event that the Company Corporation purchases or acquires any shares Common Shares of Common Stock the Corporation after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares of the Corporation shall be deemed canceled cancelled and retired so that the Company Corporation shall not be entitled to exercise any Rights associated with the shares Common Shares of Common Stock the Corporation which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date Date, or (ii) the Close of Business on the tenth business day (10th) Business Day (or such later date calendar day, if any, as the Board shall determineof Directors of the Company may determine in its sole discretion) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would could become an Acquiring Person the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of the such dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”) ), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock of the Company registered in the names of the holders of such the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary information, send at the Company’s expense) expense send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution 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 Exhibit A hereto (a the “Right CertificateCertificates”), evidencing one Right for each share of Common Stock of the Company 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. 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) As soon as practicable following With respect to certificates for the Record Date, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common StockStock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Stock of the Company also shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption redemption, expiration or expiration termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock of the Company outstanding on prior to the Record Date date of this Agreement shall also constitute the transfer of the Rights associated with the shares of Common Stock of the Company represented by such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued after the Record Date Date, but prior to the earlier earliest of the Distribution Date, Redemption Date, Exchange Date or the Final Expiration Date, orshall be deemed also to be certificates for Rights, and shall bear a legend, substantially in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formform set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between National Fuel Gas Washington Trust Bancorp, Inc. and American Stock Transfer & Trust Company and Marine Midland Bank (subsequently known or any successor thereto), as HSBC Bank USA)Rights Agent, dated as of June 12August 17, 19962006, as amended amended, restated, renewed, supplemented or restated extended 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 National Fuel Gas CompanyWashington Trust Bancorp, Inc. and the stock transfer administration office of the Rights Agent. 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. National Fuel Gas Company Washington Trust Bancorp, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Washington Trust Bancorp, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing mailing, without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth circumstances, Rights issued to or held by Acquiring Persons (as defined in the Rights Agreement) or any Affiliates or Associates thereof (as defined in the Rights Agreement), Rights beneficially owned by an Acquiring Person and any subsequent holder of such Rights, may become null and void. After The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the due execution requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of any supplement the Rights in such jurisdiction shall not have been obtained or amendment be obtainable. With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Datelegend, the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates aloneuntil the earliest of the Distribution Date, Redemption Date, Exchange Date or Final Expiration Date, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock certificate of the Company or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier (the earlier of such dates being herein referred to as the “Distribution Date”) of (i) the Close of Business on the tenth calendar day Business Day after the Shares Acquisition Date or (iii) the Close of Business on the tenth business day (or such later date as the Board shall determine) Business Day 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 to the extent such entity is so acting with the approval or consent of the Company) 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 Company, or any Person organized, appointed or established by the Company or any Subsidiary of the Company entity holding Common Shares for or pursuant to the terms of any such planplan to the extent such entity is so acting with the approval or consent of the Company) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would become an Acquiring Person (becoming the earlier Beneficial Owner of 15% or more of the dates in subsection (i) Common Shares then outstanding, including any such date that is after the date of this Agreement and (ii) hereof being herein referred prior to as the “Distribution Date”) issuance of the Rights, (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock of the Company Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the CompanyShares. As soon as practicable after receipt by the Distribution Date, the Company shall promptly notify in writing the Rights Agent of written notice from 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 (together with all other necessary information), and, if such notification is given orally, the Company of shall confirm the 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 DateDate has not occurred), 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 and provided with all necessary informationrequested, send at the Company’s expense) send), by first-class, insured, postage prepaid mail, to each record holder of Common Stock of the Company Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. 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) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common StockShares, in substantially the form attached of Exhibit C hereto as Exhibit 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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company Shares outstanding as of the Record Date, until the Distribution Date, the Rights will associated with the Common Shares represented by such certificates shall be evidenced by such certificates for Common Stock, and the registered holders of Common Stock together with a copy of the Company shall also be the registered holders Summary of the associated RightsRights attached thereto. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock of the Company Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares that become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock of the Company issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between National Fuel Gas Company Internet America, Inc. and Marine Midland Bank (subsequently known as HSBC Bank USA)American Stock Transfer & Trust Company, dated as of June 12August 9, 1996, as amended or restated from time to time 2004 (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 National Fuel Gas Company. Internet America, Inc. Under certain circumstances, as set forth in the Rights Agreement, such the Rights described therein will be evidenced by separate certificates and will no longer be evidenced by this certificate. National Fuel Gas Company Internet America, 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 within five Business Days after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, Rights beneficially owned by issued to any Person who becomes an Acquiring Person may (as those terms are defined in the Rights Agreement) shall become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock of the Company Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as the Board of Directors shall determine; provided that if such determination occurs on or after the date of an Adverse Change of Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-4(a) of the CompanyGeneral Rules and Regulations under the Exchange Act, any employee benefit plan the consummation of which would result in beneficial ownership by a Person (other than an Exempt Person) of 10% or more of the Company or outstanding Common Shares (including any such date that is after the date of any Subsidiary this Agreement and prior to the issuance of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planRights) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the CompanyShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send at the Company’s expense) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock of the Company Shares as of the Close of Business on the Distribution Date, or, with respect to Common Shares so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such Common Shares on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)B, evidencing one Right for each share of Common Stock Share so held, subject to adjustment adjustments as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i), at the time of distribution of the Right Certificates, the Company may 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. As of and after 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) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached hereto as Exhibit B C (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and Shares registered in the registered holders of Common Stock names of the Company shall also be the registered holders thereof (together with a copy of the associated Summary of Rights). Until the earlier of the Distribution Date (or earlier redemption or expiration of the Rights)Final Expiration Date, the surrender for transfer of any of the certificates certificate for Common Stock of the Company Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Company Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates for Common Shares issued after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration DateDate (including, orwithout limitation, reacquired Common Shares referred to in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares last sentence of Common Stock this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between South Jersey Industries, Inc. (the "Company") and The Farmers & Merchants National Fuel Gas Company and Marine Midland Bank (subsequently known of Bridgeton, as HSBC Bank USA)Rights Agent, dated as of June 12September 20, 1996, as amended or restated 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 National Fuel Gas the 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. National Fuel Gas 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 mailing, without charge within five Business Days after promptly following receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights beneficially owned by an Acquiring Person Persons or Associates or Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates bearing the foregoing legend shall mean legend, until the Agreement as so supplemented or amended. Until earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the Common Stock of the Company Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock Shares which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of Distribution Date (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or such later date as the Board Rights shall determine) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof 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) by the certificates for the representing Common Stock of the Company Shares registered in the names of the record holders of such Common Stock thereof (which certificates for representing Common Stock Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates), and together with a copy of the Summary of Rights, (yii) the right to receive Right Certificates will Rights shall be transferable only in connection with the transfer of the underlying Common Stock Shares, and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued, with or without a copy of the Company. Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. (b) As soon promptly as practicable after receipt the Record Date, the Company shall send a copy of a Summary of Rights to Purchase Preferred Shares in substantially the form attached hereto as Exhibit C, 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 as of such date. (c) Rights shall be issued by the Rights Agent Company in respect of written notice all Common Shares (other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Florida Rock Industries, Inc. and First Union National Bank, dated as of May 5, 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 Florida Rock Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, may be amended or may be evidenced by separate certificates and no longer be evidenced by this Certificate. Florida Rock Industries, Inc. 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, Rights beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) As promptly as practicable after the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, shall countersign and the Company will shall send or cause to be sent (and the Rights Agent willshall, if requested and provided with all necessary informationrequested, send at the Company’s expense) send), by first-class, insured, postage prepaid mail, to each record holder of Common Stock of the Company Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided hereinadjustment. As of and after the Distribution Date, the Rights will shall 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated 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 National Fuel Gas 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. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as the Board of Directors, with the concurrence of the Audit Committee, shall determine) after the date of the commencement of, or of (within the first public announcement meaning of Rule 14d-2 under 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commenceExchange Act), a tender or exchange offer if, upon the consummation thereof, such Person of which would become result in any Person's becoming 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 the such dates referred to in subsection clauses (i) and (ii) hereof of this Section 3(a) 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) by the certificates for the Common Stock of the Company Ordinary Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock Ordinary Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Ordinary Shares. The Board of Directors may defer the date set forth in clause (ii) of the Companypreceding sentence to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors, with the concurrence of the Audit Committee. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock of the Company Ordinary Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)hereto, evidencing one Right for each share of Common Stock Ordinary Share so held, subject to adjustment as provided herein. 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) As soon as practicable following At the Record Daterequest of any holder of Ordinary Shares, the Company will send or cause to be sent a copy of a Summary of Rights to Purchase Common StockOrdinary Shares, in substantially the form attached hereto as Exhibit B (the “"Summary of Rights”"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company Ordinary Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and Ordinary Shares registered in the registered holders of Common Stock names of the Company shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier redemption Redemption Date or expiration of the RightsFinal Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock of the Company Ordinary Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock Ordinary Shares represented by such certificatethereby. (c) Rights shall be Certificates issued in respect for Ordinary Shares (including, without limitation, certificates issued upon transfer or exchange of all shares of Common Stock of the Company issued Ordinary Shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, or written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Bonus Rights Agreement between National Fuel Gas Company Lumenis Ltd. and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated from time to time the 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 National Fuel Gas Company. Lumenis Ltd. 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 certificateCertificate. National Fuel Gas Company Lumenis Ltd. will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request thereforthereof. Under certain circumstances set forth circumstances, Rights issued to Acquiring Persons or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement, Rights beneficially owned by an Acquiring Person ) may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock of the Company Ordinary Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Ordinary Shares 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereofthereby.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Stock 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 shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention intent of any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary entity holding shares of the Company Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would become 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 the such dates in subsection (i) and (ii) hereof being herein referred to as the “"Distribution Date”) "), (x) the Rights will be evidenced (subject to the provisions provision of paragraph (b) of this Section 3) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the CompanyStock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send at the Company’s expense) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A hereto (a “"Right Certificate”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. 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) As On May 16, 1996 or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the “"Summary of Rights”"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record DateMay 16, 1996, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock of the Company outstanding as of the Record DateMay 16, 1996, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders thereof together with a copy of the associated Summary of Rights. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on May 16, 1996, with or without a copy of the certificates for Common Stock Summary of the Company outstanding on the Record Date Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Common Stock of the Company Certificates issued after the Record Date May 16, 1996 but prior to the earlier of the Distribution Date or the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates Date representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated 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 National Fuel Gas 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. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.:

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as the Board of Directors shall determine) 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 (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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planan Exempt Person) to commence, commence (which intention to commence remains in effect for three Business Days after such announcement) a tender or exchange offer ifoffer, upon the consummation thereof, such of which would result in any Person would become becoming an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the dates in subsection (i) and (ii) hereof 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) by the certificates for the shares of Common Stock of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of shares of Common Stock Stock. The Company shall give the Rights Agent written notice of the CompanyDistribution Date as promptly as practicable thereafter. As soon as practicable after the Distribution Date and receipt by the Rights Agent of written notice from the Company of the Distribution DateDate from the Company, 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 and provided with all necessary informationat the expense of the Company, send at the Company’s expense) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Distribution Date, or, with respect to shares of Common Stock so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such shares of Common Stock on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)B, evidencing one Right for each share of Common Stock so held, subject to adjustment adjustments 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(i) hereof, at the time of distribution of the Right Certificates, the Company may 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 and after 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) As soon promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached hereto as Exhibit B C (the “"Summary of Rights”"), by first-class, postage postage-prepaid mail, to each record holder of shares of Common Stock as of the Close Opening of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock of the Company outstanding as of the Opening of Business on the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders shares of Common Stock registered in the names of the Company shall also be the registered holders thereof (together with a copy of the associated RightsSummary of Rights attached thereto). Until the Distribution Date (or earlier redemption or expiration of the Rights)Distribution Date, the Redemption Date or the Final Expiration Date, the surrender for transfer of any certificate for shares of the certificates for Common Stock of the Company outstanding on the Opening of Business on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company's treasury) after the Opening of Business on the Record Date but prior to the earlier of the Company Distribution Date, the Redemption Date, the Exchange Date or the Final Expiration Date; provided, however, that Rights may be issued with respect to shares of Common Stock that become outstanding after the Distribution Date and prior to the earlier of the Redemption Date, the Exchange Date and the Final Expiration Date in accordance with Section 22 of this Agreement. Certificates for shares of Common Stock issued after the Opening of Business on the Record Date but prior to the earlier of the Distribution Date or the Final Expiration DateDate (including, orwithout limitation, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company TII Industries, Inc. (the "Company") and Marine Midland Bank (subsequently known Xxxxxx Trust and Savings Bank, as HSBC Bank USA)Rights Agent, dated as of June 12May 15, 1996, as amended or restated 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 National Fuel Gas the 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. National Fuel Gas 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 mailing, without charge within five Business Days after promptly following receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights beneficially owned by an Acquiring Person Persons or Associates or Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates bearing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the shares of Common Stock of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, with or without the foregoing legend, and registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates certificates, with or without the foregoing legend, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock after the Opening of Business on the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of tenth Business on the tenth business day Day (or such later date as may be determined by action of the Board shall determineof 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 acting in compliance with the Governance Agreement, if applicable) 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 Persons referred to in the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planpreceding 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 if, upon the consummation thereof, such of which could result in any Person would become becoming an Acquiring Person (the such earlier of the dates in subsection (i) and (ii) hereof date being herein referred to as the “"Distribution Date”) "), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock of the Company Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also 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, and (y) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection with the transfer of Common Stock of the CompanyShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrequested, send at the expense of the Company’s expense) by first-class, insured, postage postage-prepaid mailmail (or such other method of delivery selected by the Company), to each record holder of Common Stock of the Company Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), Certificate evidencing one Right for each share of Common Stock Share so held, held (subject to adjustment as provided hereinin this Agreement). As of the Close of Business on 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) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a the Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by first-class, postage 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 of Business on the Record Date, at the address of such holder shown on the records of the Company. The Rights Agent will mail to any holder of the Right Certificates a copy of this Agreement without charge to the holder but at the expense of the Company after receipt of a written request therefor. With respect to certificates for Common Stock of the Company Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock of the Company Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificateShares evidenced thereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock of the Company issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights rights (the "Rights") as set forth in a the Rights Agreement between National Fuel Gas Company Continental Airlines, Inc. and Marine Midland Bank (subsequently known as HSBC Bank USA)Harris Trust and Savings Bank, dated as of June 12Nxxxxxxr 20, 1996, 1998 as amended or restated it may 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 National Fuel Gas Company. 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. National Fuel Gas Company Harris Trust and Savings Bank will mail to the holder txx xxxder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth circumstances, rights beneficially owned by any Person who becomes an Acquiring Person (as defined in the Rights Agreement, Rights beneficially owned by an Acquiring Person may ) and certain other Persons shall become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock of the Company Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which Shares that are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board shall determineof Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any Person entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) to commenceis commenced within the meaning of Rule 14d-2(a) of the rules and regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer if, upon consummation thereof, would result in any Person becoming the Beneficial Owner of Voting Power of the Company aggregating 15% or more of the outstanding Voting Power of the Company (including any such Person would become an Acquiring Person (date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of the such dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the CompanyStock, as more fully set forth below. As soon as practicable after receipt by the Company has notified the Rights Agent of written notice from the Company occurrence of the Distribution DateDate and provided the Rights Agent with all necessary information (and if the Rights Agent is not also the transfer agent and registrar of Common Stock, provide the Rights Agent with the names and addresses of all record holders of Common Stock), the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested and provided with all necessary information, send at the Company’s expense) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A EXHIBIT B hereto (a “the "Right Certificate”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 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) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Series AA Preferred Stock, in substantially the form attached of EXHIBIT C hereto as Exhibit B (the “"Summary of Rights”"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock, Stock registered in the names of the holders of the Common Stock and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption redemption, expiration or expiration termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding in respect of the Company outstanding on the Record Date which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Dateredemption, or, in certain circumstances provided in Section 22 hereof, after expiration or termination of the Distribution Date. Certificates representing such shares of Common Stock Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially to the following formeffect: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 1225, 19962001, between TriCo Bancshares (the "Company") and Mellon Investor Services LLC (the "Rights Agreement"), as amended or restated it may from time to time (the “Rights Agreement”)be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of National Fuel Gas the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate. National Fuel Gas The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement, ) and any subsequent holder of such Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board shall determineof Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any Person entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) to commenceis commenced within the meaning of Rule 14d-2(a) of the rules and regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer if, upon consummation thereof, would result in any Person becoming the Beneficial Owner of Voting Power of the Company aggregating 15% or more of the outstanding Voting Power of the Company (including any such Person would become an Acquiring Person (date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the earlier of the such dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the CompanyStock, as more fully set forth below. As soon as practicable after receipt by the Company has notified the Rights Agent of written notice from the Company occurrence of the Distribution Date, the Company will prepare Date and execute, provided the Rights Agent will 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 at the Company’s expense) Company shall prepare and execute, and the Rights Agent shall countersign and send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A B hereto (a “the "Right Certificate”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 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) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Series AA Preferred Stock, in substantially the form attached of Exhibit C hereto as Exhibit B (the “"Summary of Rights”"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock, Stock registered in the names of the holders of the Common Stock and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption redemption, expiration or expiration termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding in respect of the Company outstanding on the Record Date which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Dateredemption, or, in certain circumstances provided in Section 22 hereof, after expiration or termination of the Distribution Date. Certificates representing such shares of Common Stock Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially to the following formeffect: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12November 22, 19962000, between Ribozyme Pharmaceuticals, Inc. (the "Company") and American Stock Transfer & Trust Company (the "Rights Agreement"), as amended or restated it may from time to time (the “Rights Agreement”)be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of National Fuel Gas the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate. National Fuel Gas The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement, ) and any subsequent holder of such Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close close of Business business on the tenth calendar day after the Shares Acquisition Date (or, if the tenth calendar day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the Close close of Business business on the tenth business calendar day (or such later date as may be determined by action of the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention intent 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 Person organized, appointed or established by the Company or any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become be an Acquiring Person (the earlier of the dates in subsection subsections (i) and (ii) hereof being herein referred to as the “"Distribution Date”) "), (x) the Rights will be evidenced represented (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders of such the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the CompanyStock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, the Rights Agent will 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 at the Company’s 's expense) , will send by first-class, insured, postage prepaid mail, to each record holder of Common Stock of the Company as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)B hereto, evidencing representing one Right for each share of the Common Stock so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced represented 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Preferred Stock, in substantially the form attached hereto as Exhibit B C (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced repre- sented by such certificates for Common Stock, and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration DateDate (as such term is defined in Section 7), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences represents and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company TriNet Corporate Realty Trust, Inc. and Marine Midland Xxxxxx Trust and Savings Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated 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 National Fuel Gas Company. TriNet Corporate Realty Trust, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced represented by separate certificates and will no longer be evidenced represented by this certificate. National Fuel Gas Company TriNet Corporate Realty Trust, 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 within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced represented by such certificates alone, and 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 certificatescertificate. In the event that the Company purchases or acquires ac- quires 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth calendar day after the Shares Stock Acquisition Date or (ii) the Close of tenth Business on the tenth business day Day (or such later date as may be determined by action of the Board shall determineof Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person of, or of the first public announcement of the intention of any such 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon the consummation thereof, such of which would result in any Person would become becoming an Acquiring Person (the earlier of the such dates in subsection (i) and (ii) hereof being herein referred to as the “"Distribution Date”) ", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock of the Company registered in the names of the holders of such Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) thereof and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Stock of the CompanyStock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of 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 and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock of the Company as of the Close close of Business business on the Distribution DateDate (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 A B hereto (a “"Right Certificate”"), 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 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) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Shares of Preferred Stock, in substantially the form attached of Exhibit C hereto as Exhibit B (the “"Summary of Rights”"), by first-class, postage postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record DateDate (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 of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be holders thereof together with the registered holders Summary of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of or, if earlier, the RightsExpiration Date), the surrender for transfer of any of the certificates certificate for Common Stock of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of the Company issued (including, without limitation, upon 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 earlier of the Distribution Date or and the Expiration Date, or, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares 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 earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas The Houston Exploration Company (the "Company") and Marine Midland The Bank (subsequently known of New York, as HSBC Bank USA)Rights Agent, dated as of June August 12, 1996, 2004 and as amended or restated 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 National Fuel Gas the 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. National Fuel Gas The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances circumstances, as set forth in the Rights Agreement, Rights beneficially owned by or transferred to any Person who is or becomes an Acquiring Person may (as defined in the Rights Agreement) and certain transferees thereof will become null and voidvoid and will no longer be transferable. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, Date the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatesthereby. In the event that the Company purchases or otherwise 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 canceled 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 outstanding. The failure to print Notwithstanding this paragraph (c), the foregoing omission of a legend on any such Common Stock certificate or any other defect therein shall not affect in the enforceability of any manner whatsoever part of this Agreement or the application or interpretation rights of any holder of the provisions of Section 7(e) hereofRights.

Issue of Right Certificates. (a) Until From the Close of Business on March 30, 2007 until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date Date, or (ii) the Close of Business on the tenth business day (10th) Business Day (or such later date calendar day, if any, as the Board shall determineof Directors of the Company may determine in its sole discretion) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would could become an Acquiring Person the Beneficial Owner of 20% or more of the shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of the such dates in subsection (i) and (ii) hereof being herein referred to as the “"Distribution Date”) "), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates (whether in electronic or physical form) for the Common Stock of the Company registered in the names of the holders of such the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates (whether in electronic or physical form), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary information, send at the Company’s expense) 's expense send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution 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 Exhibit A hereto (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Stock of the Company 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. 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) As soon as practicable following To the Record Dateextent applicable, with respect to certificates (whether in electronic or physical form) for the Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common StockStock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Stock of the Company also shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption redemption, expiration or expiration termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock of the Company outstanding on prior to the Record Date date of this Agreement shall also constitute the transfer of the Rights associated with the shares of Common Stock of the Company represented by such certificate. (c) Rights shall be issued Certificates (whether in respect of all shares of electronic or physical form) for the Common Stock of the Company issued after the Record Date Date, but prior to the earlier earliest of the Distribution Date, Redemption Date, Exchange Date or the Final Expiration Date, orshall be deemed also to be certificates for Rights, and shall bear a legend, substantially in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formform set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between National Fuel Gas Company Rogers Corporation and Marine Midland Bank Registrar and Transfer Compaxx (subsequently known xx any successor thereto), as HSBC Bank USA)Rights Agent, dated as of June 12February 22, 19962007, as amended amended, restated, renewed, supplemented or restated extended 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 National Fuel Gas CompanyRogers Corporation and the stock transfer administrxxxxx office of the Rights Agent. 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. National Fuel Gas Company Rogers Corporation may redeem the Rights at a redemxxxxx price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Rogers Corporation will mail to the holder of this certificate xxxxxxicate a copy of the Rights Agreement Agreement, as in effect on the date of mailing mailing, without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth circumstances, Rights issued to or held by Acquiring Persons (as defined in the Rights Agreement) or any Affiliates or Associates thereof (as defined in the Rights Agreement), Rights beneficially owned by an Acquiring Person and any subsequent holder of such Rights, may become null and void. After The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the due execution requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of any supplement the Rights in such jurisdiction shall not have been obtained or amendment be obtainable. With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean and any other certificates representing shares of Common Stock of the Agreement as so supplemented Company issued prior to the Record Date (regardless of whether they contain a legend referring to the existence of any prior shareholder rights agreement or amended. Until the Distribution Dateno such legend), the Rights associated with the Common Stock of the Company represented by any such certificates containing the foregoing legend shall be evidenced by such certificates aloneuntil the earliest of the Distribution Date, Redemption Date, Exchange Date or Final Expiration Date, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate (whether in electronic or physical form) representing Common Stock certificate of the Company or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board shall determineof Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement of, that a tender or of the first public announcement of the intention of exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any Person entity holding securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer if, upon consummation thereof, would result in any such Person would become 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 the dates referred to in subsection clauses (i) and or (ii) hereof being herein referred to as ), the “Distribution Date”) ; provided, that if the foregoing results in the Distribution Date being prior to the Record Date, the Distribution Date shall be the Record Date), without giving effect to any restrictions set forth in the Articles of Incorporation, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders of such the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) or, for Common Stock held in book-entry accounts, through the direct registration service of the Company’s transfer agent by such book-entry accounts (together with a direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shares), and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the CompanyStock, as more fully set forth below. As soon as practicable after receipt by the Company has notified the Rights Agent of written notice from the Company occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and (i) send, if requested and provided with all necessary information, send at the expense of the Company’s expense) , by first-first class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit A hereto (a the “Right Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinherein or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such Rights to such holder. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates or book-entry credits. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions of this Agreement that reference Right Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Right Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Right Certificate may be placed on the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such Rights. The Company absence of specific language regarding book-entry accounts and credits in any provision of this Agreement 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 not be interpreted to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes mean that the Distribution Date has foregoing sentence is not occurredapplicable as appropriate to such provision. (b) As soon as practicable following after the Record DateTime, the Company will send make a copy summary of a Summary the terms of the Rights to Purchase Common Stock, in substantially the form attached hereto as of Exhibit B (the “Summary of Rights”), by first-class, postage prepaid mail, available 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, at the address of such holder shown on the records of the CompanyExpiration Time. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock, Stock registered in the names of the holders of the Common Stock and the registered holders of the Common Stock of the Company shall also be registered holders of the associated Rights. With respect to Common Stock held in book-entry accounts outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights will be held in book-entry accounts and represented by the related transaction advice or such other notification as the Board of Directors in its discretion may determine 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 redemption, expiration or expiration termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock or book-entry accounts holding Common Stock outstanding in respect of the Company outstanding on the Record Date which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatecertificate or held in such book-entry accounts. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Dateredemption, or, in certain circumstances provided in Section 22 hereof, after expiration or termination of the Distribution Date. Certificates representing such shares of Common Stock Rights shall be deemed also to be certificates for Rights and shall have impressed onimpressed, printed on, or written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Shareholder Protection Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12_________, 199620___ between Post Holdings, as amended or restated from time to time Inc., a Missouri corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agreement”), as it may from time to time be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of National Fuel Gas the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate. National Fuel Gas 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 mailing, without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances circumstances, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. Each book-entry account for such Common Stock that shall so become outstanding or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the redemption, expiration or termination of the Rights shall also be deemed to include the associated Rights, and the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shall bear a legend in substantially the following form: Each security covered by this [advice/ownership statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Shareholder Protection Rights Agreement between Post Holdings, Inc., a Missouri corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agreement”), as it may from time to time be supplemented or amended, the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights beneficially owned may expire or may be redeemed, exchanged or be evidenced by an separate certificates and no longer be evidenced by this [direct registration transaction advice/ownership statement]. The Company will mail to the holder hereof 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, Rights issued to or held by Acquiring Person Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. After the due execution of any supplement With respect to such certificates or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in direct registration transaction advices containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend or held in such book-entry accounts shall be evidenced by such certificates or held in such book-entry accounts (together with the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such shares) alone, and the surrender for transfer of any of such certificates, whether by transfer of physical certificates or book-entry transfer, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatescertificates or direct registration transaction advices. 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 canceled 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 outstanding. The failure to print Notwithstanding this Section or otherwise, the foregoing omission of a legend on any such Common Stock certificate or any other defect therein shall not affect in the enforceability of any manner whatsoever part of this Agreement or the application or interpretation rights of any holder of the provisions of Section 7(e) hereofRights.

Issue of Right Certificates. (a) Until From the earlier of (i) the Close of Business on date hereof until the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or including any such later date as the Board shall determine) which is after the date of this Agreement and prior to the commencement of, or issuance of the first public announcement of the intention of any Person (other than the CompanyRights, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”) ), (x) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) , or in the case of Common Shares held in uncertificated form, by the transaction statement or other record of ownership of such Common Shares, and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Shares of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested by the Company and provided with a shareholder list and all necessary informationor relevant information and documents, send at the Company’s expense, 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, at the address of such holder shown on the stock transfer records of the CompanyCompany or the transfer agent(s) or registrar for Common Shares, a Right Certificate, Certificate in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right (subject to adjustment) for each share of Common Stock Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and the Rights shall be transferable only separately from the transfer of Common Stock. 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 assume conclusively for all purposes that the Distribution Date has not occurred. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock of the Company issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA), dated as of June 12, 1996, as amended or restated 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 National Fuel Gas 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. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after (i) the Shares Acquisition Date or (ii) the Close of tenth Business on the tenth business day Day (or such later date as may be determined by action of the Board shall determineof 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 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 Person organized, appointed or established by the Company or any Subsidiary of the Company entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if(which intention to commence remains in effect for five Business Days after such announcement), upon the consummation thereof, such of which would result in any Person would become 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 the such dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company Shares registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common Stock of the CompanyShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will promptly notify the Rights Agent in writing of the occurrence thereof and 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 and provided with all necessary information, send at the Company’s expensesend) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock of the Company Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to the adjustment as provided herein. As provisions of the Distribution Date, the Section 11 of this 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 followingAgreement. 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. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send (directly or through the Rights Agent or its transfer agent) a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached of Exhibit C hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date and the Final Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock of the Company Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock of the Company issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, written on or otherwise affixed to them a the legend in substantially the following formas follows: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between National Fuel Gas Company XenoPort, Inc. (the “Company”) and Marine Midland Bank Mellon Investor Services LLC as Rights Agent (subsequently known as HSBC Bank USAthe “Rights Agent”), dated as of June 12December 15, 19962005, as amended or restated 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 National Fuel Gas the 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. National Fuel Gas The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances set forth As described in the Rights Agreement, Rights beneficially owned by issued to any Person who becomes an Acquiring Person may or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. After With respect to such certificates containing the due execution of any supplement or amendment to this Agreement in accordance with foregoing legend, until the terms hereofDistribution Date (or, if earlier, the reference to this Agreement in earlier of the foregoing legend shall mean Redemption Date or the Agreement as so supplemented or amended. Until the Distribution Final Expiration Date), the Rights associated with the Common Stock of the Company Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatesthereby. In the event that the Company purchases or acquires any shares of Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which Shares that are no longer outstanding. The failure to print Notwithstanding this Section 3(c), the foregoing omission of a legend on any such Common Stock certificate or any other defect therein shall not affect in the enforceability of any manner whatsoever part of this Rights Agreement or the application or interpretation rights of any holder of the provisions of Section 7(e) hereofRights.

Issue of Right Certificates. (a) Until the earlier of Distribution Date (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company registered in the names of the record holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Stock in the stock transfer books of the CompanyCompany maintained by the Company or its appointed transfer agent. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send at the expense of the Company’s expense) , by first-class, insured, postage prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”)hereto, evidencing one Right for each share of Common Stock so held, subject to adjustment adjustment, together with a notice setting forth the Purchase Price (as provided hereindefined in Section 4 hereof) as in effect on the Distribution Date. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Any Right Certificate issued pursuant to this Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Sections 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and shall contain the following legend or such similar legend as the Company shall promptly notify may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights Agent may from time to time be listed or quoted, or to conform to usage: The Rights represented by this Right Certificate are or were beneficially owned by a Person who is or was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in writing upon the occurrence Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) or Section 11(d) 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 occurredAgreement. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send make available a copy of a Summary of Rights to Purchase Shares of Common Stock, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), by first-class, postage prepaid mail, to each record any holder of Common Stock as of Rights who may request it from time to time prior to the Close of Business on the Record Final Expiration Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders shares of Common Stock registered in the names of the Company shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date (or earlier redemption or expiration of and the Rights)Expiration Date, the surrender for transfer of any certificate for shares of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all Certificates for shares of Common Stock issued (including, without limitation, any certificates for shares of Common Stock issued upon conversion of the Company issued Company’s convertible securities or upon exercise of stock options) or surrendered for transfer or exchange after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have stamped on, impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares or the Rights may from time to time be listed or quoted, or to conform to usage: This certificate Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between RPM International Inc. and National Fuel Gas Company and Marine Midland Bank (subsequently known as HSBC Bank USA)City Bank, dated as of June 12April 21, 1996, as amended or restated from time to time 2009 (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 National Fuel Gas CompanyRPM International Inc. 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 may be redeemed, may be exchanged, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. National Fuel Gas Company RPM International Inc. will mail to the holder of this certificate Certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreementcircumstances, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void. After With respect to certificates containing the due execution of any supplement or amendment to this Agreement in accordance with the terms hereoflegend described above, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until until the Distribution Date, the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the surrender for 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereofthereby.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or including any such later date as the Board shall determine) which is after the date of this Agreement and prior to the commencement of, or issuance 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof being herein referred to as Rights the “Distribution Date”) ), (x) the Rights Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and Rights associated with any uncertificated Common Shares will be evidenced (subject to the provisions of Section 3(c) hereof) by the registration of such Common Shares in the Company’s share register in the names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Shares of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested and provided with all necessary informationrelevant information and documents, send at the Company’s expensesend) 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, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall shall, as promptly as practicable, 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) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common StockShares, in substantially the form attached hereto as of Exhibit B 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, at the address of such holder shown on the records of the Company. Any failure to send a copy of the Summary of Rights shall not invalidate the Rights or affect their transfer with the Common Stock. With respect to certificates for Common Stock Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. With respect to uncertificated Common Shares outstanding as of the Close of Business on the Record Date, until the Distribution Date, the Rights will be evidenced by the registration of such Common Shares in the Company’s share register in the names of the holders thereof. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares Common Shares of the Company represented thereby, and the registration of transfer of ownership of any uncertificated Common Stock represented by such certificateShares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares the ownership of which is so transferred. (c) Rights shall be issued in respect of all shares Certificates for Common Shares which become outstanding (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance, reissuance of Common Stock out of authorized but unissued shares, or reacquired Common Shares referred to in the Company issued last sentence of this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights an Agreement between National Fuel Gas Company SemGroup Corporation and Marine Midland Bank (subsequently known Mellon Investor Services LLC, as HSBC Bank USA)Rights Agent, dated as of June 12October 28, 19962011, as it may be amended or restated 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 National Fuel Gas CompanySemGroup 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. National Fuel Gas Company SemGroup Corporation will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights beneficially owned Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person may (as defined in the Agreement) become null and void. After In the due execution case of any supplement the initial transaction statement or amendment subsequent periodic statements with respect to uncertificated Common Shares, such statements shall bear a legend in substantially the following form: The registration in the share register of SemGroup Corporation of the shares of Class A Common Shares to which this statement relates also evidences and entitles the registered holder of such shares to certain rights as set forth in an Agreement in accordance with between SemGroup Corporation and Mellon Investor Services LLC, as Rights Agent, dated as of October 28, 2011, as it may be amended from time to time (the “Agreement”), the terms hereofof which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of SemGroup Corporation. Under certain circumstances, the reference to this Agreement as set forth in the foregoing legend shall mean Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by such registration. SemGroup Corporation will mail to the registered holder of such shares a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights Beneficially Owned by any Person (as so supplemented or amendeddefined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. Until With respect to such certificates and transaction statements containing the applicable foregoing legend, until the Distribution Date, the Rights associated with the Common Stock Shares of the Company represented by such certificates containing or registrations in the foregoing legend share register shall be evidenced by such certificates or registrations alone, and the surrender for transfer of any such certificate or registration of transfer of ownership of such certificates uncertificated Common Shares of the Company shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatesthereby. In the event that the Company purchases or acquires any shares Common Shares of Common Stock the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares Common Shares of Common Stock the Company which are no longer outstanding. The failure to print Notwithstanding this Section 3(c), the foregoing omission of a legend on any such Common Stock certificate or any other defect therein shall not affect in the enforceability of any manner whatsoever part of this Agreement or the application or interpretation rights of any holder of the provisions of Section 7(e) hereofRights.

Issue of Right Certificates. (a) Until Prior to the earlier of Distribution Date, (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day (or such later date as the Board shall determine) after the date of the commencement 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof 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) by the certificates for the Common Stock of the Company registered in the names of the record holders thereof, which certificates representing shares of Common Stock also will be deemed to be Right Certificates or, in the case of uncertificated Common Stock registered in book entry form (“Book Entry Shares”), by notation in book entry, and not by separate Right Certificates (as hereinafter defined), and the registered holders of such Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (yii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock and (iii) the transfer of any shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. The Company has prepared a summary of the Rights substantially in the form of Exhibit B hereto, a copy of which is available free of charge upon written request to the Company. . (b) As soon as practicable after receipt by the Company has notified the Rights Agent of written notice from the Company occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will shall countersign, and the Company will shall send or cause to be sent (and the Rights Agent willshall, if requested and provided with all necessary information, send at the Company’s expense) send), by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, 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 A hereto (a “Right Certificate”), 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(i), subject to adjustment as provided hereinthe 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. As of and after 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) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit B (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, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. (c) Rights shall be issued by the Company in respect of all shares of Common Stock outstanding as of the Record Date or issued (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the 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 Company (i) 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 (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, 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 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 for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall also be deemed to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or quotation system on which the Common Stock may from time to time be listed or quoted, or to conform to usage: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Rights Agreement between National Fuel Gas Company Xxxx’x, Inc. and Marine Midland Bank (subsequently known as HSBC Bank USA)the Rights Agent, dated as of June 12January 27, 19962011, as amended amended, restated, renewed, supplemented or restated extended 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 National Fuel Gas the Company. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. 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 will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. National Fuel Gas Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights beneficially owned by 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), whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void. After With respect to any Book Entry Shares, such legend shall be included in a notice to the due execution record holder of any supplement or amendment to this Agreement such shares in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amendedapplicable law. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by such certificates containing the foregoing legend and such Book Entry Shares shall be evidenced by such certificates and such Book Entry Shares alone, and registered holders of Common Stock shall also be deemed to be the registered holders of the associated Rights, and 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 certificates. In the event that If the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which that are no longer outstanding. The failure to print Notwithstanding this Section 3(d), the foregoing omission of a legend on any such Common Stock certificate or any other defect therein shall not affect in the enforceability of any manner whatsoever part of this Agreement or the application or interpretation rights of any holder of the provisions of Section 7(e) hereofRights.

Issue of Right Certificates. (a) Until 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 (as defined below)) and not by separate Right Certificates, and the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company) until the earlier to occur of (i) the Close of Business on the tenth calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Company's Board shall determineof Directors) 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 any of its subsidiaries or any Person organized, appointed or established by the Company 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 subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company 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 if, upon the consummation thereof, such of which would result in any Person would become becoming an Acquiring Person (including, in the earlier case of the dates in subsection both clauses (i) and (ii) hereof of this Section 3(a), 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, however, that if the tender or exchange offer referred to in clause (ii) (x) the Rights will be evidenced (subject above is terminated prior to the provisions occurrence of paragraph (b) of this Section 3) by the certificates for the Common Stock of the Company registered in the names of the holders a Distribution Date, then no Distribution Date shall occur as a result of such Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock of the Companytender offer. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, and the Rights Agent will countersigncountersign and send, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested and provided with all necessary information, send at the Company’s expense) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, substantially in substantially the form of Exhibit A B hereto (a “"Right Certificate”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. 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) As soon as practicable following the Record Date, the Company will shall send a copy of a Summary of Rights to Purchase Common Stock, Preferred Stock in substantially the form attached of Exhibit C hereto as Exhibit B (the “"Summary of Rights”"), by first-class, postage prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. Upon the execution and delivery of this Agreement, or as soon as practicable thereafter, the Company shall file the full text of this Agreement and the Summary of Rights with the Securities and Exchange Commission. With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of certificate for the certificates for Common Stock of the Company outstanding on or after the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificateStock. (c) Rights shall be Certificates issued in respect of all shares of for Common Stock of the Company issued which become outstanding after the Record Date (including, without limitation, reacquired Common Stock referred to in the last sentence of this Section 3(c)) but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, shall be deemed also to be certificates for Rights and from and after the Distribution Date. Certificates representing such shares of Common Stock date hereof shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Shareholder Rights Agreement between National Fuel Gas Company Burlington Resources Inc. (the "Company") and Marine Midland Bank BankBoston, N.A. (subsequently known as HSBC Bank USA), the "Rights Agent") dated as of June 12December 16, 1996, as amended or restated from time to time 1998 (the “"Shareholder 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 National Fuel Gas the Company. Under certain circumstances, as set forth in the Shareholder Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. National Fuel Gas The Company will mail to the holder of this certificate a copy of the Shareholder Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt by the Company's corporate secretary of a written request therefortherefor from such holder. Under certain circumstances set forth in the Shareholder Rights Agreement, Rights beneficially owned by issued to, or held by, any Person who is, was or becomes an Acquiring Person (as defined in the Shareholder Rights Agreement) and any subsequent holder may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock of the Company represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and 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 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 canceled 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 outstanding. The failure to print the foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof. 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 certificates 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 shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled 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 Close of tenth Business on the tenth calendar day Day after the Shares Acquisition Date or (iiincluding any such Shares Acquisition Date which is after February 13, 2019 and prior to the issuance of the Rights) the Close of Business on the tenth business day (or such later date day, if any, as the Board shall determineIndependent Directors determine in their discretion to be no longer than a 15 Business Day extension) after the date of the commencement of(as may be extended, 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 Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of the dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Date”) ), (xi) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3and 3(c) hereof) by the certificates for Common Shares of the Company or book entry Common Stock Shares of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock or book entry shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Stock Shares of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company 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 will, if requested to do so by the Company and provided with all necessary informationinformation and documentation, send at in form and substance reasonably satisfactory to the Company’s expenseRights Agent, 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 DateDate (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, a Right Certificate, in substantially the form of Exhibit A B hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Share so held, subject held (other than with respect to adjustment as provided hereinRights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof). As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates, and the Rights Certificates and the Rights shall be transferable 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, if such notification is given orally, the Company shall confirm the 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 following After the Record Date, the Company will send (directly or, at the expense of the Company, through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is directed by the Company and provided with all necessary information and documents) a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached of Exhibit C hereto as Exhibit 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 DateDate (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 Company or transfer agent or register for Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificateShares. (c) Rights shall be issued in respect of all shares Certificates for Common Shares (or confirmation or account statements sent to holders of Common Stock Shares in book-entry form) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of the Company issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Section 382 Rights Agreement between National Fuel Gas Company CenturyLink, Inc. (the “Company”) and Marine Midland Bank (subsequently known as HSBC Bank USA)Computershare Trust Company, N.A., or any successor rights agent, dated as of June 12February 13, 19962019, as it may be amended or restated 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 National Fuel Gas the 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. National Fuel Gas The Company will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. Under certain circumstances As set forth in the Rights Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person may (as defined in the Agreement) become null and void. After With respect to such certificates bearing the due execution foregoing legend, until the earliest of any supplement or amendment to this Agreement in accordance with the terms hereofDistribution Date, the reference to this Agreement in Redemption Date, the foregoing legend shall mean Early Expiration Date or the Agreement as so supplemented or amended. Until the Distribution Final Expiration Date, the Rights associated with the Common Stock Shares of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatesthereby. In the event that the Company purchases or acquires any shares Common Shares of Common Stock the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares Common Shares of Common Stock the Company which are no longer outstanding. The failure With respect to print Common Shares in book entry form for which there has been sent a confirmation or account statement containing the foregoing legend on in substantially similar form, until the earliest of the Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date, the Rights associated with the Common Shares shall be evidenced by such Common Shares alone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the transfer of any such Common Stock certificate Shares shall also constitute the transfer of the Rights associated with such Common Shares. Notwithstanding this paragraph (c), the omission of the legend or any other defect therein the failure to send, deliver or provide the registered owner of Common Shares a copy of the Summary of Rights shall not affect in the enforceability of any manner whatsoever part of this Agreement or the application or interpretation rights of any holder of the provisions of Section 7(e) hereofRights.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Shares Acquisition Date or (ii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board shall determineof Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or of the first public announcement of the intention of by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan or of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary entity holding Ordinary Shares of the Company for or pursuant to the terms of any such plan) to commence, of a tender or exchange offer if, upon (other than a Permitted Offer) the consummation thereof, of which would result in any Person becoming the Beneficial Owner of Ordinary Shares of the Company aggregating 15% or more of the then outstanding Ordinary Shares of the Company (including any such Person would become an Acquiring Person date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the such dates in subsection (i) and (ii) hereof being herein referred to as the “Distribution Issuance Date”) ), (xb) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for the Common Stock Ordinary Shares of the Company registered in the names of the holders of such Common Stock thereof (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (yc) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock Ordinary Shares of the Company. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Issuance 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 and provided with all necessary informationrequested, send at the Company’s expensesend) by first-class, insured, postage postage-prepaid mail, to each record holder of Common Stock Ordinary Shares of the Company as of the Close of Business on the Distribution Issuance Date, at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Ordinary Shares of the Company, a Right Certificate, in substantially the form of Exhibit A hereto (a “Right Certificate”), evidencing one Right for each share of Common Stock Ordinary Share so held, subject to adjustment as provided herein. As of the Distribution Issuance Date, the Rights will be evidenced solely by such Right Certificates. The In addition, in connection with the issuance or sale of Ordinary Shares following the Issuance Date and prior to the redemption, exchange, or expiration of the Rights, the Company shall promptly notify (a) shall, with respect to Ordinary Shares so issued or sold pursuant to the Rights Agent in writing exercise of stock options or under any employee benefit plan or arrangement, granted or awarded as of the Issuance Date, or upon the occurrence exercise, conversion or exchange of securities hereinafter issued by the Distribution Date andCompany (except as may otherwise be provided in the instrument(s) governing such securities), and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such notification is given orallyissuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall confirm same in writing on or prior be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Business Day next following. Until Company or the Person to whom such notice is received by Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the Rights Agentextent that, appropriate adjustment shall otherwise have been made in lieu of the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredissuance thereof. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after the Company provides all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Ordinary Shares) a copy of a Summary of Rights to Purchase Common StockOrdinary Shares, in substantially the form attached hereto as of Exhibit B hereto (the “Summary of Rights”), by first-class, postage postage-prepaid mail, to each record holder of Common Stock Ordinary Shares as of the Close of Business on the Record DateDate (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 or the transfer agent or registrar for the Ordinary Shares of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests a copy of the Summary of Rights, at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Ordinary Shares of the Company. With respect to certificates for Common Stock Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Issuance Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates for Common Stock, and registered in the registered holders of Common Stock names of the Company shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Issuance Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for Common Stock Ordinary Shares of the Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares Ordinary Shares of Common Stock the Company represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Common Stock of Ordinary Shares issued (or delivered from the Company issued Company’s treasury) after the Record Date but prior to the earlier earliest of the Distribution Issuance Date, the Redemption Date or the Final Expiration Date, or, Date and shall be evidenced by the following legends: (i) Confirmation and account statements sent to holders of Ordinary Shares in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock book-entry form (which Ordinary Shares shall have impressed on, printed on, written on or otherwise affixed also be deemed to them represent certificates for Rights) shall bear a legend in substantially the following form: This certificate also evidences and entitles The ordinary shares, par value NIS 0.01 per share, of Stratasys Ltd. (the “Corporation”) entitle the holder hereof thereof to certain Rights as set forth in a Rights Agreement between National Fuel Gas Company the Corporation and Marine Midland Bank (subsequently known as HSBC Bank USA)Continental Stock Transfer & Trust Company, dated as of June 12July 25, 1996, as amended or restated from time to time 2022 (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 National Fuel Gas Companythe 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 the shares to which this certificatestatement relates. National Fuel Gas Company The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this certificate statement relates a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by issued to an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) may become be null and void. After The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the due execution requisite qualification for the issuance to such holder, or the exercise by such holder of any supplement the Rights in such jurisdiction, shall not have been obtained or amendment be obtainable. With respect to this Agreement Ordinary Shares in accordance with book-entry form for which there has been sent a confirmation or account statement containing the terms hereofforegoing legend, until the earliest of the Issuance Date, the reference to this Agreement in Redemption Date or the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Final Expiration Date, the Rights associated with the Common Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such shares of Ordinary Shares. (ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Issuance 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 an Agreement between Stratasys Ltd. (the “Corporation”) and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of July 25, 2022, as it may be amended from time to time (the “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 Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the earliest of the Issuance Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Ordinary Shares of the Company represented by such certificatesthereby. In the event that the Company purchases or acquires any shares Ordinary Shares of Common Stock the Company after the Record Date but prior to the Distribution Issuance Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Common Stock Ordinary Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares Ordinary Shares of Common Stock the Company which are no longer outstanding. The failure to print Notwithstanding this Section 3(c), the foregoing omission of a legend on any such Common Stock certificate or any other defect therein shall not affect in the enforceability of any manner whatsoever part of this Agreement or the application or interpretation rights of any holder of the provisions of Section 7(e) hereofRights.