Common use of Right Certificate Clause in Contracts

Right Certificate. THE LUBRIZOL CORPORATION This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement dated as of July 26, 1999 (the "Rights Agreement") between The Lubrizol Corporation, an Ohio corporation (the "Company"), and American Stock Transfer & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (Cleveland, Ohio time) on October 12, 2007 at the principal office of the Rights Agent, or its successors as Rights Agent, in New York, New York or Cleveland, Ohio, one-half of one fully paid nonassessable Common Share, without par value (a "Common Share") of the Company, at a purchase price of $170 per whole Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 26, 1999, based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of Common Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent in New York, New York or Cleveland, Ohio, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.05 per Right, payable, at the election of the Company, in cash, Common Shares of the Company or such other consideration as may be determined by the Directors of the Company. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. THE LUBRIZOL CORPORATION Attest:_____________________ By:______________________ Name:____________________ Title:___________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:______________________ Name:____________________ Title:___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto ______________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:___________________ ______________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. THE LUBRIZOL CORPORATION Tandy Leather Factory, Inc. This certifies that ____________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement Agreement, dated as of July 26June 6, 1999 2013 (the "Rights “Agreement") ”), between The Lubrizol CorporationTandy Leather Factory, an Ohio Inc., a Delaware corporation (the "“Company"”), and American Stock Transfer & Trust Company Broadridge Corporate Issuer Solutions, Inc. (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (ClevelandP.M., Ohio New York City, New York time) , on October 12June 6, 2007 2016, at the principal office of the Rights Agent, or at the office of its successors successor as Rights Agent, in New York, New York or Cleveland, Ohio, one one-half thousandth of one a fully paid nonassessable Common Sharenon-assessable share of Series A Junior Participating Preferred Stock, without par value (a "Common Share") $0.10 per share, of the CompanyCompany (the “Preferred Shares”), at a purchase price of $170 30.00 per whole Common one one-thousandth of a Preferred Share (the "“Purchase Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which one one-thousandths of a Preferred Share that may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 26June 6, 19992013, based on the Common Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of Common Shares which one one-thousandths of a Preferred Share that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Company and the offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent in New York, New York or Cleveland, OhioAgent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Common Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate (i) may be redeemed by the Company at a redemption price of $.05 0.01 per Right, payable, at the election Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company’s Common Stock, in cash, Common Shares of the Company or such other consideration as may be determined by the Directors of the Companypar value $0.0024 per share. No fractional Common Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but but, in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Preferred Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. THE LUBRIZOL CORPORATION Attest:, 20_____________________ By:______________________ Name:____________________ Title:___________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:______________________ Name:____________________ Title:___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto ______________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:___________________ ______________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. THE LUBRIZOL CORPORATION CLEVELAND-CLIFFS INC This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions provisions, and conditions of the Amended and Restated Rights Agreement Agreement, dated as of July 26October 13, 1999 2008 (the "“Rights Agreement") ”), between The Lubrizol CorporationCleveland-Cliffs Inc, an Ohio corporation (the "“Company"”), and American Stock Transfer & Computershare Trust Company Company, N.A. (the "“Rights Agent"”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. p.m. (Cleveland, Ohio New York City time) on October 12, 2007 the Expiration Date (as such term is defined in the Rights Agreement) at the principal office or offices of the Rights AgentAgent designated for such purpose, or its successors as Rights Agent, in New York, New York or Cleveland, Ohio, one one-half hundredth of one a fully paid nonassessable Common Share, without par value (a "Common Share") $0.125 per share, of the CompanyCompany (the “Common Shares”), at a purchase price of $170 175.00 per whole one one-hundredth of a Common Share (the "“Purchase Price"”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related Certificate duly executed. If this Right Certificate is exercised in part, the holder will be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. The number of Rights evidenced by this Right Certificate (and the number of shares one one-hundredths of a Common Share which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 26, 1999the date of the Rights Agreement, based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and and/or the number and/or kind of Common Shares which may be purchased securities issuable upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening occurrence of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of the Rights under the circumstances specified in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights AgentAgent and can be obtained from the Company without charge upon written request therefor. Terms used herein with initial capital letters and not defined herein are used herein with the meanings ascribed thereto in the Rights Agreement. Pursuant to the Rights Agreement, from and after the occurrence of a Flip-in Event, any Rights that are Beneficially Owned by (i) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (ii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of a Flip-in Event, or (iii) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with the Flip-in Event pursuant to either (a) a transfer from an Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding regarding the transferred Rights or (b) a transfer which the Directors of the Company have determined is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agreement, and subsequent transferees of any of such Persons, will be void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect to such Rights under any provision of the Rights Agreement. From and after the occurrence of a Flip-in Event, no Right Certificate will be issued that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement, and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of the Rights Agreement will be canceled. This Right Certificate, with or without other Right Certificates, may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates entitling the holder to purchase a like number of one one-hundredths of a Common Share (or other securities, as the case may be) as the Right Certificate or Right Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon presentation and surrender hereof at the principal office of the Rights Agent in New Yorkdesignated for such purpose, New York or Cleveland, Ohio, may be exchanged for another Right with the Form of Assignment (if appropriate) and the related Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercisedduly executed. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.05 0.001 per RightRight or may be exchanged in whole or in part. The Rights Agreement may be supplemented and amended by the Company, payableas provided therein. The Company is not required to issue fractions of Common Shares (other than fractions which are integral multiples of one one-hundredth of a Common Share, which may, at the election option of the Company, in cash, Common Shares of the Company be evidenced by depositary receipts) or such other consideration as may be determined by the Directors of the Company. No fractional Common Shares will be issued securities issuable upon the exercise of any Right or Rights evidenced hereby (hereby. In lieu of issuing such fractional Common Shares or other than fractions which maysecurities, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof Company may make a cash payment will be madepayment, as provided in the Rights Agreement. No holder of this Right Certificate shall Certificate, as such, will be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Company which may at any time be issuable on upon the exercise hereofof the Right or Rights represented hereby, nor shall will anything contained herein or in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, . THE LUBRIZOL CORPORATION Attest:_____________________ ATTEST: CLEVELAND-CLIFFS INC By:______________________ : Name:____________________ : Title:___________________ : Countersigned: AMERICAN STOCK TRANSFER & COMPUTERSHARE TRUST COMPANY COMPANY, N.A. By:______________________ Name:____________________ Title:___________________ [: Authorized Signature Form of Reverse Side of Right Certificate] Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.Certificate) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto ______________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:___________________ ______________________ : , Signature Signature Guaranteed: Certificate CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. THE LUBRIZOL VALSPAR CORPORATION This certifies that ________________________ , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement Agreement, dated as of July 26May 1, 1999 2000 (the "Rights Agreement") ), between The Lubrizol Valspar Corporation, an Ohio a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (ClevelandP.M., Ohio time) on October 12May 11, 2007 2010, at the principal office or offices of the Rights AgentAgent designated for such purpose, or of its successors successor as Rights Agent, in New York, New York or Cleveland, Ohio, one-half of one fully paid paid, nonassessable Common Sharecommon share, without par value $.50 (a "Common Share") ), of the Company, at a purchase price of $170 per whole Common Share 140.00 (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which Common Shares that may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 26, 1999the __________, based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of Common Shares which that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the above-mentioned principal executive office of the Company and the office or offices of the Rights AgentAgent designated for such purpose and will be mailed without charge by the Company or the Rights Agent to the holder of this certificate promptly following receipt by the Company or the Rights Agent of a written request therefor. From and after the date that any Person becomes an Acquiring Person, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) (as such terms are defined in the Rights Agreement) shall be void and any holder of such Rights thereafter shall have no right to exercise such Rights under any provision of this Agreement. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights Agent in New York, New York or Cleveland, Ohiodesignated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may certificate (i) may, but are not required to, be redeemed by the Company at a redemption price of $.05 .001 per Right, payablesubject to adjustment as provided in the Rights Agreement, at the election of the Companyand (ii) may, in cashbut are not required to, Common Shares of be exchanged by the Company in whole or such other consideration as may be determined by the Directors of the Companyin part for Common Shares. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers officer of the Company and its corporate sealCompany. Dated as of ___________. THE LUBRIZOL CORPORATION Attest:_______Dated: ______________ THE VALSPAR CORPORATION By:______________________ : -------------------------------------- Name:____________________ : ----------------------------------- Title:___________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY ----------------------------------- Countersigned for purposes of authentication only: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By:______________________ Name:____________________ Title:___________________ [Form of Reverse Side of Right Certificate] : --------------------------------- Authorized Signature A-3 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right CertificatesCertificate.) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto ________________________ (PRINT NAME OF TRANSFEREE) ___________________________ (PRINT ADDRESS OF TRANSFEREE) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Please print name and address of transferee) insert social security number taxpayer identification number or other identifying number: ____________________________________________ Dated: ____________________ Signature Guaranteed: _________________________________ The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities and Exchange Commission. FORM OF REVERSE SIDE OF RIGHT CERTIFICATE--CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: THE VALSPAR CORPORATION The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number: ____________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security, taxpayer identification or other identifying number: ___________________________________________________ this Right Certificate, together with all right, title (Please print name and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. address) Dated:_: __________________ Signature Signature Guaranteed: _________________________________ Signature Signature GuaranteedThe signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities and Exchange Commission. EXHIBIT B THE VALSPAR CORPORATION SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On April 19, 2000, the Board of Directors of The Valspar Corporation (the "Company"), declared a dividend of one common share purchase right (a "Right") for each outstanding common share, $.50 par value (a "Common Share"), of the Company. The dividend is payable to shareholders of record on May 11, 2000 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one Common Share at a price of $140.00 per share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of May 1, 2000 (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Initially, the Rights will be evidenced by the certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The Rights will separate from the Common Shares, and a distribution date (a "Distribution Date") for the Rights will occur, upon the earlier of: Certificate The undersigned hereby certifies by checking (i) the appropriate boxes that:10th day following the first date of public announcement that a person or group of affiliated or associated persons has become an "Acquiring Person" (i.e., has become, subject to certain exceptions, the beneficial owner of 15% or more of the outstanding Common Shares (other than as a result of a Permitted Offer)) and (ii) the 10th day following the commencement or public announcement of a tender offer or exchange offer, the consummation of which would result in a person or group of affiliated or associated persons becoming an Acquiring Person.

Right Certificate. THE LUBRIZOL CORPORATION ORIENT-EXPRESS HOTELS LTD. This certifies that ___________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement Agreement, dated as of July 26June 1, 1999 2000, (the "Rights Agreement") ), between The Lubrizol CorporationOrient-Express Hotels Ltd., an Ohio corporation a Bermuda company (the "Company"), and American Stock Transfer & Trust Company Fleet National Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (ClevelandP.M., Ohio New York City time) , on October 12June 1, 2007 2010 at the principal designated office of the Rights Agent, or at the office of its successors successor as Rights Agent, in New York, New York or Cleveland, Ohio, one one-half hundredth of one a fully paid nonassessable Common Sharenon-assessable share of Series A Junior Participating Preferred Shares, without par value $.01 per share (a the "Common SharePreferred Shares") ), of the Company, at a purchase price of $170 142 per whole Common one one-hundredth of a Preferred Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executedexecuted along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably require. The number of Rights evidenced by this Right Certificate (and the number of shares one one-hundredths of a Preferred Share which may be purchased upon exercise thereofhereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 26June 1, 19992000, based on the Common Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of Common Shares one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. PRIOR TO THE DISTRIBUTION DATE (AS DEFINED IN THE RIGHTS AGREEMENT), THE RIGHTS EVIDENCED BY THIS CERTIFICATE WERE EVIDENCED BY ONE OR MORE CERTIFICATES FOR THE CLASS [A][B] COMMON SHARES OF THE COMPANY. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal designated office of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent in New York, New York or Cleveland, Ohiomay reasonably require, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Common Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.05 per Right, payable, at the election of the Company, in cash, Common Shares of the Company or such other consideration as may be determined by the Directors of the Company. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. THE LUBRIZOL CORPORATION Attest:_____________________ By:______________________ Name:____________________ Title:___________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:______________________ Name:____________________ Title:___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto ______________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:___________________ ______________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Right Certificate. THE LUBRIZOL CORPORATION This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement dated as of July 26October 13, 1999 1997 (the "Rights Agreement") between The Lubrizol Corporation, an Ohio corporation (the "Company"), and American Stock Transfer & Trust Company (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (Cleveland, Ohio time) on October 12, 2007 at the principal office of the Rights Agent, or its successors as Rights Agent, in New York, New York or Cleveland, Ohio, one-half of one fully paid nonassessable Common Share, without par value (a "Common Share") of the Company, at a purchase price of $170 per whole Common Share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of July 26October 13, 19991997, based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of Common Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent in New York, New York or Cleveland, Ohio, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.05 per Right, payable, at the election of the Company, in cash, Common Shares of the Company or such other consideration as may be determined by the Directors of the Company. No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________. THE LUBRIZOL CORPORATION Attest:_____________________ By:______________________ Name:____________________ Title:___________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:______________________ Name:____________________ Title:___________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED, ___________________________________ hereby RECEIVED,_______________________________________hereby sells, assigns and transfers unto ________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:______________ ______ ______________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: