Common use of Signature Guaranteed Clause in Contracts

Signature Guaranteed. (To be completed if applicable) The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by a member or participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) andand such Assignment or Election to Purchase will not be honored. EXHIBIT C TO RIGHTS AGREEMENT AVIGEN, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights CertificateINC. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4November 21, 19982008, the Board of Directors of Pxxxxx Dodge Corporation AVIGEN, INC., a Delaware corporation (the "“Company") ”), declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding Common Shareshare of common stock, par value $6.25 0.001 per shareshare (the “Common Shares”), of the Company Company. The dividend is effective as of the close of business on December 1, 2008 (the "Common Shares")“Record Date”) with respect to the stockholders of record on that date. The following is a summary of Rights will also attach to new Common Shares issued after the terms of the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.001 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares"), at a price of $ 210 $8.00 per one twoone-hundredth of a Preferred ShareShare (the “Purchase Price”), subject to adjustment adjustment. Each Preferred Share is designed to be the economic equivalent of one hundred (the "Purchase Price")100) Common Shares. The description and terms of the Rights are set forth in a Rights Agreement, Agreement dated as of February 5November 21, 1998, as it may be amended from time to time 2008 (the "“Rights Agreement"”), between the Company and The Chase Manhattan Bank, as Rights Agent American Stock Transfer & Trust Co. LLC (the "“Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if applicabletrue) The undersigned hereby certifies represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the (1) Rights evidenced by this Right Rights Certificate are not beneficially owned not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completedcompleted in connection with a purported assignment, the Company will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in or a transferee of any of the case of an Assignment, foregoing and accordingly will affix a legend deem the Rights evidenced by such Rights Certificate to that effect on any Right Certificates issued in exchange for this be void and not transferable or exercisable. [To be attached to each Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: ACCREDO HEALTH, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, INCORPORATED The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder attached Rights Certificate to purchase from the Company one two-hundredth shares of a Series A Junior Participating Cumulative Preferred ShareStock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of and delivered to: Name: -------------------------------------------------------- Address: ----------------------------------------------------- Social Security or other Taxpayer ID No.: -------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, par value $1.00 per sharea new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name: -------------------------------------------------------- Address: ----------------------------------------------------- Social Security or other Taxpayer ID No.: -------------------- Dated: _________________, ______ Signature Guaranteed: ---------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Company Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (to be completed if true) The undersigned hereby represents, for the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares benefit of the Company and (ii) ten business days (orall holders of Rights and shares of Common Stock, if determined that the Rights evidenced by this Rights Certificate are not, and, to the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more knowledge of the outstanding Common Shares. The Rights Agreement provides thatundersigned, until the Distribution Datehave never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (i) as defined in the Rights Agreement). ----------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will be transferred with and only with deem the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer Beneficial Owner of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined evidenced by the Board of Directors, only Common Shares issued prior enclosed Rights Certificate to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% an Affiliate or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise Associate thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence transferee of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in foregoing and accordingly will deem the Rights Agreementevidenced by such Rights Certificate to be void and not transferable or exercisable. Exhibit B CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF ACCREDO HEALTH, INCORPORATED Pursuant to Section 151 of the Delaware General Corporation Law Accredo Health, Incorporated, a corporation organized under the laws of the State of Delaware (the "Corporation"), hereby certifies that, pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors on April 17, 2003, adopted the following resolution creating a series of one hundred thousand (100,000) wereshares of Preferred Stock designated as Series A Junior Participating Preferred Stock: RESOLVED, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null that pursuant to the authority granted to and void. A person will not be an Acquiring Person if vested in the Board of Directors of this Corporation (the Company determines "Board") in accordance with the provisions of its Certificate of Incorporation, as amended, a series of Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting rights or powers, preferences and relative, participating, optional and other special rights of the shares of such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payableseries, and the number of Preferred Shares qualifications, limitations or other securities or property issuable, upon exercise of the Rights restrictions thereof are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.as follows:

Signature Guaranteed. (Signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or by a member firm of a registered securities exchange or the National Association of Securities Dealers, Inc.) (To be completed if applicablesigned only upon assignment of Warrant) The FOR VALUE RECEIVED, the undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) sells, assigns and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained transfers the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common purchase ________ Shares represented by the within Warrant Certificate unto, and requests that a Certificate for such certificate. As soon warrant be issued in the name of ----------------------------------------------------------------------------- (Name and Address of Assignee Must Be Printed or Typewritten) ----------------------------------------------------------------------------- hereby irrevocably constituting and appointing ____________________ as practicable following the Distribution Date, separate Right Certificates will be mailed Attorney to holders of record of the Common Shares as of the close of business transfer said Warrants on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities books of the Company, debt securities with full power of substitution in the premises and, if said number of Shares shall not be all of the CompanyShares purchasable under the within Warrant certificate, other property or that a combination thereof) having a market value (as defined new Warrant certificate for the balance of such Shares purchasable under the within Warrant certificate be registered in the Rights Agreement) of two times the Purchase Price name of the Rightundersigned Holder and delivered to such Holder's address as then set forth on the Company's books. Notwithstanding any Dated: ------------------------------- --------------------------------------- Signature of Registered Holder Note: The signature on this assignment must correspond with the name as it appears upon the face of the foregoingwithin Warrant certificate in every particular, following the occurrence of without alteration or enlargement or any of the events set forth in this paragraph, all Rights that are, change whatever. Signature Guaranteed: ------------------------------ (Signature must be guaranteed by a bank or (under certain circumstances specified trust company having an office or correspondent in the Rights Agreement) were, beneficially owned United States or by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself a member firm of a sufficient number registered securities exchange or the National Association of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payableSecurities Dealers, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to aboveInc.). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (To to be completed if applicable) The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- ------------------------------ Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On February 4December 13, 19981996, the Board of Directors of Pxxxxx Dodge Corporation SOFTWARE SPECTRUM, INC. (the "Company") declared a dividend distribution of one Preferred Share Purchase Right preferred stock purchase right (a "Right") for each outstanding share of Common ShareStock, $.01 par value $6.25 per share, of the Company (the "Common SharesStock"), of the Company. The following distribution is a summary payable on December 31, 1996 to the shareholders of the terms of the Rightsrecord on December 16, 1996. Each Right entitles the registered holder to purchase from the Company one two-hundredth one- thousandth of a share of the Company's Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company Stock (the "Preferred SharesStock"), ) at a price of $ 210 150.00 per one twoone-hundredth thousandth of a share of Preferred Share, subject to adjustment Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time Agreement (the "Rights Agreement"), ) between the Company and The Chase Manhattan BankKeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon Until the earlier to occur of (i) ten days the tenth day following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, acquired beneficial ownership of 20% or more of the outstanding Common Shares shares of the Company and Common Stock (the "Share Acquisition Date") or (ii) ten the tenth business days day (or, if or such later date as may be determined by action of the Board of Directors, a specified Directors prior to such time as any person or unspecified later dategroup of affiliated or associated persons becomes an Acquiring Person) following after the commencement of, or announcement of an intention to make commence, a tender offer or exchange offer whichthe consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), if successfulthe Rights will be evidenced, would cause the bidder with respect to own 20% or more any of the Common Stock certificates outstanding as of December 16, 1996, by such Common SharesStock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common SharesStock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (ii) new Common Share Stock certificates issued after February 24December 16, 19981996, upon transfer or new issuance of the Common SharesStock, will contain a notation incorporating the Rights Agreement by reference and reference. Until the Distribution Date (iii) or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Share Stock certificates outstanding as of December 16, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Shares Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates Certificates") will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24December 31, 20082006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company Company, in each case, as described below. In the event that, after the 47 Each share of Preferred Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, purchasable upon the exercise thereof at the then current exercise price of the RightRights will have a minimum preferential quarterly dividend rate of $ 10.00 per share, that number but will be entitled to an aggregate dividend of common shares 1,000 times the dividend declared on one share of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightCommon Stock. In the event that, after the Stock Acquisition Timeof liquidation, the Company were holders of the surviving corporation Preferred Stock will receive a preferential liquidation payment of a merger and its $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Shares were changed Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, proper provision shall each share of Preferred Stock will be made so that each holder of a Right will thereafter have the right entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise that number of common shares of each Right should approximate the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number one share of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightStock. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of shares of the Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, of the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for shares of the Preferred Shares Stock or convertible securities at less than the then-current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Shares Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination split of the Common Stock or a stock dividend on the Common SharesStock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. With certain exceptionsIn the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, no adjustment in the Purchase Price proper provision will be required until cumulative adjustments require made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares Acquiring Person, proper provision will be issued made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than fractions Rights owned by such person or group which are integral multiples will have become void) in whole or in part, at an exchange ratio of one twoshare of Common Stock, or one one-hundredth thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Share Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which maywould result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Immediately upon the election action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, be evidenced by depositary receipts) andincluding, in lieu thereofwithout limitation, an adjustment in cash will be made based on the market price right to vote or to receive dividends. A copy of the Preferred Shares Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated December 16, 1996. A copy of the last trading date prior Rights Agreement is available free of charge from the Rights Agent, KeyCorp Shareholder Services, Inc. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the date of exerciseRights Agreement, which is hereby incorporated herein by reference.

Signature Guaranteed. Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (To to be completed if applicable) The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- -------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On February 4October 15, 19981996, the Board of Directors of Pxxxxx Dodge Corporation TEXAS INDUSTRIES, INC. (the "Company") declared a dividend distribution of one Preferred Share Purchase Right preferred stock purchase right (a "Right") for each outstanding share of Common ShareStock, $1.00 par value $6.25 per share, of the Company (the "Common SharesStock"), of the Company. The following distribution is a summary payable on November 15, 1996 to the shareholders of the terms of the Rightsrecord on November 1. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth thousandth of a share of the Company's Series A B Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company Stock (the "Preferred SharesStock"), ) at a price of $ 210 $245.00 per one twoone-hundredth thousandth of a share of Preferred Share, subject to adjustment Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time Agreement (the "Rights Agreement"), ) between the Company and The Chase Manhattan BankChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon Until the earlier to occur of (i) ten days the tenth day following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, acquired beneficial ownership of 2015% or more of the outstanding Common Shares shares of the Company and Common Stock (the "Shares Acquisition Date") or (ii) ten the tenth business days day (or, if or such later date as may be determined by action of the Board of Directors, a specified Directors prior to such time as any person or unspecified later dategroup of affiliated or associated persons becomes an Acquiring Person) following after the commencement of, or announcement of an intention to make commence, a tender offer or exchange offer whichthe consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), if successfulthe Rights will be evidenced, would cause the bidder with respect to own 20% or more any of the Common Stock certificates outstanding as of November 1, 1996, by such Common SharesStock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common SharesStock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (ii) new Common Share Stock certificates issued after February 24November 1, 19981996, upon transfer or new issuance of the Common SharesStock, will contain a notation incorporating the Rights Agreement by reference and reference. Until the Distribution Date (iii) or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Share Stock certificates outstanding as of November 1, 1996, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Shares Stock represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24November 1, 20082006, (the "Final Expiration Date") unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company Company, in each case, as described below. In the event that, after the Each share of Preferred Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, purchasable upon the exercise thereof at the then current exercise price of the RightRights will have a minimum preferential quarterly dividend rate of $1.00 per share, that number but will be entitled to an aggregate dividend of common shares 1,000 times the dividend declared on one share of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightCommon Stock. In the event that, after the Stock Acquisition Timeof liquidation, the Company were holders of the surviving corporation Preferred Stock will receive a preferential liquidation payment of a merger and its $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Shares were changed Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, proper provision shall each share of Preferred Stock will be made so that each holder of a Right will thereafter have the right entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise that number of common shares of each Right should approximate the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number one share of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightStock. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of shares of the Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, of the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for shares of the Preferred Shares Stock or convertible securities at less than the then-current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Shares Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination split of the Common Stock or a stock dividend on the Common SharesStock In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one twoone-hundredth thousandth of a share of Preferred Share Stock, which may, upon at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares Stock on the last trading date prior to the date of exercise. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Shares Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated October 28, 1996. A copy of the Rights Agreement is available free of charge from the Rights Agent, ChaseMellon Shareholder Services, L.L.C. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Signature Guaranteed. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (To be completed if applicableBANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. 21 EXHIBIT B WESTERN COUNTRY CLUBS, INC. Incorporated Under the Laws of the State of Colorado No. W- ______ Series A Common Stock Purchase Warrants CUSIP ____________ CERTIFICATE FOR (See Reverse SERIES A COMMON STOCK For Certain PURCHASE WARRANTS Definitions) The undersigned hereby This Warrant Certificate certifies that Argent Securities, Inc., or registered assigns ("the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in Warrant Holder"), is the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial registered owner of the Rights evidenced by this Right Certificate above indicated number of Series A Common Stock Purchase Warrants (the "Warrants") expiring on __________, 2000 (the "Expiration Date"). One Warrant entitles the Warrant Holder to be an Acquiring Person or an Affiliate or Associate thereof purchase one share of Common Stock (as defined in the Rights Agreement"Share") andfrom Western Country Clubs, in the case of an AssignmentInc., will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation Colorado corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a purchase price of $ 210 per one two-hundredth $____ (the "Exercise Price"), commencing on __________, 1997, and terminating on the Expiration Date ("Exercise Period"), upon surrender of this Warrant Certificate with the exercise form hereon duly completed and executed with payment of the Exercise Price at the office of American Securities Transfer & Trust, Inc. (the "Warrant Agent"), but only subject to the conditions set forth herein and in a Preferred ShareWarrant Agreement dated as of _________, 1997 (the "Warrant Agreement") between the Com pany and the Warrant Agent. The Exercise Price, the number of shares purchasable upon exercise of each Warrant, the number of Warrants outstanding and the Expiration Date are subject to adjustments upon the occurrence of certain events. The Warrant Holder may exercise all or any number of Warrants. Reference hereby is made to the provisions on the reverse side of this Warrant Certificate and to the provisions of the Warrant Agreement, all of which are incorporated by reference in and made a part of this Warrant Certificate and shall for all purposes have the same effect as though fully set forth at this place. Until _____, 1998, this Warrant Certificate is not transferrable except to an underwriter that participated in the public offering by the Company that resulted in the original issuance of the Warrants, to a partner or an officer of such an underwriter or by will on operation of law. Upon due presentment for transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants, subject to adjustment (any adjustments made in accordance with the "Purchase Price"). The description and terms provisions of the Rights are set forth in a Rights Warrant Agreement, dated as of February 5, 1998, as it may shall be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice issued to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquiredtransferee in exchange for this Warrant Certificate, or obtained subject to the right to acquire, beneficial ownership of 20% or more of limitations provided in the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998Warrant Agreement, upon transfer payment of $_____ per Warrant Certificate and any tax or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated governmental charge imposed in connection with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercisetransfer.

Signature Guaranteed. (Signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or by a member firm of a registered securities exchange of the National Association of Securities Dealers, Inc.) ASSIGNMENT (To be completed if applicablesigned only upon assignment of Warrants) The FOR VALUE RECEIVED, the undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) sells, assigns and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained transfers the right to acquire, beneficial ownership purchase _____ shares of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined Warrant Stock represented by the Board within Warrant Certificate unto, and requests that a certificate for such Warrant be issued in the name of: ------------------------------------------------------------ (Name and Address of Directors, a specified Assignee Must be Printed or unspecified later dateTypewritten) following the commencement or announcement of an intention ------------------------------------------------------------ ------------------------------------------------------------ hereby irrevocably constituting and appointing _______________ Attorney to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business said Warrants on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities books of the Company, debt securities with full power of substitution in the premises and, if said number of shares of Warrant Stock shall not be all of the CompanyWarrant Stock purchasable under the within Warrant Certificate, other property or that a combination thereof) having a market value (as defined new Warrant Certificate for the balance of the Warrant Stock purchasable under the within Warrant Certificate be registered in the Rights Agreement) of two times the Purchase Price name of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events undersigned Warrantholder and delivered to such Warrantholder's address as then set forth on the Company's books. Dated: --------------- ------------------------------------ Signature of Registered Holder Note: The above signature must correspond with the name as it appears upon the face of this Warrant Certificate in this paragraphevery particular, all Rights that are, without alteration or enlargement or any change whatever. Signature Guaranteed: ----------------------------- (under certain circumstances specified Signature must be guaranteed by a bank or trust company having an office or correspondent in the Rights Agreement) were, beneficially owned United States or by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself a member firm of a sufficient number registered securities exchange or the National Association of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payableSecurities Dealers, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to aboveInc.). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. Signatures must be guaranteed by an eligible guarantor institution (To be completed if applicable) bank, stock broker or savings and loan association with membership in an approved signature medallion program). The undersigned hereby certifies that the (1) Rights evidenced represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge ). Signature Form of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Reverse Side of Right Certificate from any Person who is— continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To Global Net Lease, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Inc.: The undersigned hereby irrevocably elects to exercise Rights evidenced represented by this Right Certificate to purchase the Preferred Shares (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________ (Please print name and address) Exercise of Rights (select applicable provision) ¨ pursuant to Section 7.1 of the Rights Agreement ¨ pursuant to Section 11.1.2 of the Rights Agreement ¨ pursuant to Section 13 of the Rights Agreement If such number of Rights shall not be all the Rights represented 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 or other identifying number: _______________________________ (Please print name and address) Dated: ____________, ___________ Signature (Signature must conform to the holder specified on the Right Certificate) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Signature

Signature Guaranteed. 2/ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or any change whatsoever. FORM OF CLASS B CERTIFICATE EXHIBIT A-2 THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF PERSONS INVESTING ASSETS OF A BENEFIT PLAN (To be completed if applicableAS DEFINED BELOW) OR AN INDIVIDUAL RETIREMENT ACCOUNT OTHER THAN BY INSURANCE COMPANIES INVESTING ASSETS SOLELY OF THEIR GENERAL ACCOUNTS. REGISTERED $___________ 3/ No. R-______________ CUSIP No.________ Unless this Class B Certificate is presented by an authorized representative of The undersigned hereby Depository Trust Company, a New York corporation ("DTC"), to American Express Centurion Bank, American Express Receivables Financing Corporation II or their agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST SERIES 2002-3 CLASS B FLOATING RATE ASSET BACKED CERTIFICATE Expected Final Payment Date: The May 2007 Distribution Date Each $1,000 minimum denomination represents a 1/73,600ths undivided interest in Class B of the AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2002-3 Evidencing an undivided interest in certain assets of a trust, the corpus of which consists primarily of an interest in receivables generated from time to time in the ordinary course of business in a portfolio of credit and charge accounts serviced by AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., and other assets and interests constituting Trust Assets under the Pooling and Servicing Agreement referred to below. (Not an interest in or obligation of American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Receivables Financing Corporation II or any of their respective affiliates) -------------------- 3/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof. This certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereofCEDE & CO. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "CompanyClass B Certificateholder") declared is the registered owner of a dividend distribution fractional, undivided interest in certain assets of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company trust (the "Common SharesTrust"). The following is a summary of ) created pursuant to the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description Pooling and terms of the Rights are set forth in a Rights Servicing Agreement, dated as of February 5May 16, 19981996 (as amended and supplemented, the "Agreement"), as it may be supplemented by the Series 2002-3 Supplement, dated as of May 16, 2002 (as amended and supplemented, the "Supplement"), among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors (together, the "Transferors"), American Express Travel Related Services Company, Inc., as servicer, and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The corpus of the Trust consists of (i) the Transferors' ownership interest in a portfolio of receivables (the "Receivables") existing in credit and charge accounts identified under the Agreement from time to time (the "Rights AgreementAccounts"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24all Receivables generated under the Accounts from time to time thereafter, 1998, upon transfer (iii) funds collected or new issuance to be collected from cardmembers in respect of the Common SharesReceivables, will contain (iv) all funds which are from time to time on deposit in the Collection Account, the Special Funding Account, and any other Series Accounts and (v) all other assets and interests constituting the Trust. Although a notation incorporating summary of certain provisions of the Rights Agreement and the Supplement is set forth below and in the Summary of Terms and Conditions attached hereto and made a part hereof, this Class B Certificate does not purport to summarize the Agreement and the Supplement and reference is made to the Agreement and the Supplement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement and the Supplement (without schedules) may be requested from the Trustee by reference writing to the Trustee at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement or the Supplement, as applicable. This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement and the Supplement, to which Agreement and Supplement, each as amended and supplemented from time to time, the Class B Certificateholder by virtue of the acceptance hereof assents and is bound. No Class B Certificate may be acquired by or for the account of any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"), unless (i) such acquirer or holder is an insurance company, (ii) the source of funds used to acquire or hold such Certificate (or interest therein) is an "insurance company general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and (iii) the surrender conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. By acquiring any interest in this Class B Certificate, each applicable Certificate Owner shall be deemed to have represented and warranted either (i) that it is not a Benefit Plan and is not acting for transfer the account of any Benefit Plan or (ii) that (1) it is an insurance company, (2) the source of funds used to acquire or hold an interest in such Certificate is an "insurance company general account" (as such term is defined in PTCE 95-60), and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SUPPLEMENT. It is the intent of the Common Share certificates outstanding Transferors and the Class B Certificateholder that, for federal, state and local income and franchise tax purposes, the Class B Certificates will also constitute the transfer qualify as indebtedness of the Rights associated Transferors secured by the Receivables. The Class B Certificateholder, by the acceptance of this Class B Certificate, agrees to treat this Class B Certificate for federal, state and local income and franchise tax purposes as debt of the Transferors. In general, payments of principal with respect to the Common Shares represented by such certificateClass B Certificates are limited to the Class B Invested Amount, which may be less than the unpaid principal balance of the Class B Certificates. As soon as practicable following The Expected Final Payment Date is the May 2007 Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior but principal with respect to the Distribution Date will Class B Certificates may be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless paid earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except later under certain transactions with a person who became an Acquiring Person as a result of a tender offer circumstances described in the next succeeding paragraph) or 50% Agreement and the Supplement. If for one or more months during the Controlled Accumulation Period there are not sufficient funds to pay the Controlled Deposit Amount, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Controlled Accumulation Period to make up for such shortfalls, the final payment of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price principal of the Right, that number Class B Certificates will occur later than the Expected Final Payment Date. Unless the certificate of common shares authentication hereon has been executed by or on behalf of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event thatTrustee, after the Stock Acquisition Timeby manual signature, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision this Class B Certificate shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if entitled to any benefit under the Board of Directors of Agreement or the Company determines that such person Supplement or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe be valid for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exerciseany purpose.

Signature Guaranteed. Signature of Guarantor ASSIGNMENT (To be completed executed by the registered Holder if applicablesuch Holder desires to transfer Equity Warrants.) The FOR VALUE RECEIVED the undersigned hereby certifies that the sells, assigns and transfers unto ---------------------------------------------------------------------- (1Print name and address of transferee) Rights Equity Warrants, evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) Equity Warrant Certificate, together ------ with all right, title and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstandinginterest therein, and no separate certificates representing does hereby irrevocably constitute and appoint Attorney, to transfer the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business ------------------------------ within Equity Warrant Certificate on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities books of the Company, debt securities with full power of substitution. If said number of Equity Warrants to be transferred shall not be all of the CompanyEquity Warrants evidenced by this Equity Warrant Certificate, other property or a combination thereof) having a market value (as defined the assignor and assignee agree that such Attorney shall submit this Equity Warrant Certificate to the Company and request that New Equity Warrant Certificates for the applicable number of Equity Warrants be registered in the Rights Agreementnames of the undersigned as below indicated and delivered to the addresses below: Dated: Signature: -------------------------- ------------------------------- (Insert Social Security or (Signature must conform to name Identifying Number of of holder as specified on the face Assignee) of two times the Purchase Price Equity Warrant Certificate) Address of the Right. Notwithstanding any Assignor (if necessary): ------------------------------------ Address of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or Assignee (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.necessary): ------------------------------------ Signature Guaranteed:

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, thrift institution or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (To be completed if applicabletrue) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock of the Company, that the (1) Rights evidenced by this Right Rights Certificate are not beneficially owned not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- --------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completedcompleted in connection with a purported assignment, the Company will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix or a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer transferee of any of the Common Share foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights) TO: CHARTER ONE FINANCIAL, INC. The undersigned hereby irrevocably elects to exercise _______________ whole Rights represented by the attached Rights Certificate to purchase the securities issuable upon the exercise of such Rights and requests that certificates outstanding for such securities be issued in the name of: Name: __________________________________________ Address: _______________________________________ Social Security or Other Taxpayer IDENTIFICATION NUMBER: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name: __________________________________________ Address: _______________________________________ Social Security or Other Taxpayer IDENTIFICATION NUMBER: Date: _________________,_______ Signature Guaranteed: ----------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, thrift institution or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of capital stock of the Company, that the Rights evidenced by the enclosed Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ---------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not completed in connection with a purported exercise, the Company will also constitute deem the transfer Beneficial Owner of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined evidenced by the Board of Directors, only Common Shares issued prior enclosed Rights Certificate to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% an Affiliate or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise Associate thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence transferee of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in foregoing and accordingly will deem the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will such Rights Certificate to be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercisevoid and not transferable or exercisable.

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution ( a bank, stockbroker, savings and loan association or credit union with membership in an approved signature medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ----------------------------------------------------------------------------- (To be completed if applicabletrue) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the (1) Rights evidenced by this Right Rights Certificate are not beneficially owned not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- Signature -------------------------------------------------------------------------------- ----------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completedcompleted in connection with a purported assignment, the Company will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in or a transferee of any of the case of an Assignment, foregoing and accordingly will affix a legend deem the Rights evidenced by such Rights Certificate to that effect on any Right Certificates issued in exchange for this be void and not transferable or exercisable. [To be attached to each Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: RARE HOSPITALITY INTERNATIONAL, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares")INC. The following is a summary of undersigned hereby irrevocably elects to exercise_________________ whole Rights represented by the terms of the Rights. Each Right entitles the registered holder attached Rights Certificate to purchase from the Company one two-hundredth shares of a Series A Junior Participating Cumulative Preferred ShareStock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: --------------------------------- Address: Social Security or other Taxpayer Identification Number: ----------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, par value $1.00 per sharea new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: --------------------------------- Address: Social Security or other Taxpayer Identification Number: ----------- Dated:_______________________, 19___ Signature Guaranteed: ------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution ( a bank, stockbroker, savings and loan association or credit union with membership in an approved signature medallion program) pursuant to Rule 17Ad-15 of the Company Securities Exchange Act of 1934. ----------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the "Preferred Shares")benefit of all holders of Rights and shares of Common Stock, at a price that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of $ 210 per one two-hundredth of a Preferred Sharethe undersigned, subject to adjustment have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the "Purchase Price"Rights Agreement). The description and terms -------------------------------- Signature ----------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined evidenced by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention enclosed Rights Certificate to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% an Affiliate or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise Associate thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence transferee of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in foregoing and accordingly will deem the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will such Rights Certificate to be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercisevoid and not transferable or exercisable.

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by an “eligible guarantor institution” as defined in Rule l7Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, and such Assignment or Election to Purchase will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatenot be honored. 7 Exhibit (EXHIBIT C --------- UNDER CERTAIN CIRCUMSTANCES, TO RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTPLAN) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOIDAUTOBYTEL INC. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4July 30, 19982004, the Board of Directors of Pxxxxx Dodge Corporation AUTOBYTEL INC. (the "“Company"”) declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding Common Shareshare of common stock, par value $6.25 0.001 per shareshare (the “Common Shares”), of the Company Company. The dividend is effective as of August 10, 2004 (the "Common Shares")“Record Date”) with respect to the stockholders of record on that date. The following is a summary of Rights will also attach to new Common Shares issued after the terms of the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.001 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares"), at a price of $ 210 $65.00 per one twoone-hundredth of a Preferred ShareShare (the “Purchase Price”), subject to adjustment (adjustment. Each Preferred Share is designed to be the "Purchase Price")economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement, Agreement dated as of February 5July 30, 1998, as it may be amended from time to time 2004 (the "Rights “Agreement"”), between the Company and The Chase Manhattan Bank, as Rights Agent U.S. Stock Transfer Corporation (the "“Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. (To be completed if applicable) The undersigned hereby certifies that Participant in a Recognized Signature Guarantee Medallion Program By: ------------------------------------- Authorized Signatory GUARANTEE Subject to the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof limitations set forth in the Indenture, the Guarantors (as defined in the Rights AgreementIndenture referred to in this Security and each hereinafter referred to as a "GUARANTOR," which term includes any successor or additional Guarantor under the Indenture) have jointly and severally, irrevocably and unconditionally guaranteed (a) the due and punctual payment of the principal (and premium, if any) of and interest (including contingent interest, if any, and Liquidated Damages, if any), on the Securities, whether at Stated Maturity, by acceleration, call for redemption, upon a Purchase Notice, a Change in Control Offer, purchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest (including contingent interest), on the Securities to the extent lawful, (c) the due and punctual performance of all other Obligations of the Company and the Guarantors to the Holders under the Indenture and the Securities and (2d) after in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same will be promptly paid in full when due inquiry or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for redemption, upon a Purchase Notice, a Change in Control Offer, purchase or otherwise. Payment on each Security is guaranteed, jointly and severally, by the Guarantors pursuant to Article 11 of the Indenture and reference is made to such Indenture for the precise terms of the Guarantees. The Obligations of each Guarantor are limited to the best knowledge maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the undersignedObligations of such other Guarantor under its Guarantee or pursuant to its contribution Obligations under the Indenture, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above result in the Forms Obligations of Assignment such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any applicable federal or state law or not otherwise being void, voidable or unenforceable under any applicable bankruptcy, reorganization, receivership, liquidation or other similar legislation or legal principles under any applicable federal or foreign law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. Guarantors may be released from their Guarantees upon the terms and Election is not completed, subject to the Company will deem conditions provided in the beneficial owner Indenture. The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall insure to the benefit of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in Trustee and the Rights Agreement) Holders and, in the case event of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998transfer or assignment of rights by any Holder or the Trustee, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Sharerights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of all subject to the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described conditions in the next succeeding paragraph) or 50% or more of its assetsIndenture. YELLOW DOT COM SUBSIDIARY, cash flow or earning power is soldINC. MERIDIAN IQ, proper provision shall be made so that each holder of a Right shall thereafter have the right to receiveLLC YELLOW GLOBAL, upon the exercise thereof at the then current exercise price of the RightLLC XXXXX.XXX LINES, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightINC. In the event thatMEGASYS, after the Stock Acquisition TimeINC. YELLOW TRANSPORTATION, the Company were the surviving corporation of a merger and its Common Shares were changed or exchangedINC. MISSION SUPPLY CO. YELLOW TECHNOLOGIES, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the RightINC. In the event that a person or group becomes an Acquiring PersonYELLOW REDEVELOPMENT CORP. YELLOW RELOCATION SERVICES, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightINC. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.By: --------------------------------- Name: Title: SCHEDULE I YELLOW CORPORATION

Signature Guaranteed. Participant in a Recognized Signature Guarantee Medallion Program By: --------------------------------- Authorized Signatory A-19 TRANSFER CERTIFICATE(4) Re: 2.375% Convertible Senior Notes due 2026 (To be completed if applicablethe "Notes") of The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersignedGreenbrier Companies, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation Inc. (the "Company") declared a dividend distribution This certificate relates to $_________ principal amount of one Preferred Share Purchase Right Notes owned in (a "Right"check applicable box) for each outstanding Common Share, par value $6.25 per share, of the Company ___ book-entry ___ definitive form by ____________ (the "Common SharesTransferor"). The following Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is a summary familiar with transfer restrictions relating to the Notes as provided in Section 2.6 and Section 2.12 of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights AgreementIndenture, dated as of February 5May 22, 19982006, among the Company, the guarantors party thereto and U.S. Bank National Association, as it may be amended from time to time Trustee (the "Rights AgreementIndenture"), between and the Company and The Chase Manhattan Banktransfer of such Note is being made pursuant to an effective registration statement under the Securities Act of 1933, as Rights Agent amended (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right CertificatesSecurities Act") will be distributed. The Rights will separate from (check applicable box) or the Common Shares and a "Distribution Date" will occur upon transfer or exchange, as the earlier to occur case may be, of such Note does not require registration under the Securities Act because (i) ten days following check applicable box): Such Note is being acquired for the time (the "Stock Acquisition Time") of a public announcement Transferor's own account, without transfer; or notice Such Note is being transferred to the Company that or a Subsidiary; or Such Note is being transferred to a person that the Transferor reasonably believes is a "qualified institutional buyer," as defined in, and in compliance with, Rule 144A under the Securities Act; or group Such Note is being transferred pursuant to the exemption from the registration requirements of affiliated the Securities Act under Rule 144 (or associated persons any successor thereto) ("Rule 144") under the Securities Act; or Such Note is being transferred pursuant to an effective registration statement under the Securities Act; or Such Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act to an institutional investor that is an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value accredited investor" (as defined in the Rights AgreementRule 501(a)(1), (2), (3) or (7) of two times Regulation D under the Purchase Price of the Right. In the event Securities Act) that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.transfer,

Signature Guaranteed. Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. (To to be completed if applicable) The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCESTEXAS INDUSTRIES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOIDINC. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On February 4October 17, 19982006, the Board of Directors of Pxxxxx Dodge Corporation TEXAS INDUSTRIES, INC. (the "“Company"”) declared a dividend distribution of one Preferred Share Purchase Right preferred stock purchase right (a "“Right"”) for each outstanding share of Common ShareStock, $1.00 par value $6.25 per share(the “Common Stock”), of the Company (the "Common Shares")Company. The following distribution is a summary payable on November 15, 2006 to the shareholders of the terms of the Rightsrecord on November 1, 2006. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth thousandth of a share of the Company’s Series A B Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company Stock (the "“Preferred Shares"), Stock”) at a price of $ 210 $300.00 per one twoone-hundredth thousandth of a share of Preferred ShareStock (the “Purchase Price”), subject to adjustment (the "Purchase Price")adjustment. The description and terms of the Rights are set forth in a Rights AgreementAgreement dated November 1, dated as of February 5, 1998, as it may be amended from time to time 2006 (the "“Rights Agreement"”), between the Company and The Chase Manhattan BankMellon Investor Services LLC, as Rights Agent (the "“Rights Agent"”). Initially, A copy of the Rights will be attached Agreement has been filed with the Securities and Exchange Commission as an Exhibit to all Common Share certificates representing shares then outstandinga Registration Statement on Form 8-A dated October 19, and no separate certificates representing 2006. Copies of the Rights ("Right Certificates") will be distributedAgreement are available free of charge from the Rights Agent, Mellon Investor Services LLC. The following summary description of the Rights will separate from does not purport to be complete and is qualified in its entirety by reference to the Common Shares and a "Distribution Date" will occur upon Rights Agreement, which is hereby incorporated herein by reference. Until the earlier to occur of (i) ten days the tenth day following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "“Acquiring Person"”) acquired, or obtained the right to acquire, acquired beneficial ownership of 2015% or more of the outstanding Common Shares shares of the Company and Common Stock (the “Shares Acquisition Date”) or (ii) ten the tenth business days day (or, if or such later date as may be determined by action of the Board of Directors, a specified Directors prior to such time as any person or unspecified later dategroup of affiliated or associated persons becomes an Acquiring Person) following after the commencement of, or announcement of an intention to make commence, a tender offer or exchange offer whichthe consummation of which would result in any person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”), if successfulthe Rights will be evidenced, would cause the bidder with respect to own 20% or more any of the Common Stock certificates outstanding as of November 1, 2006, by such Common SharesStock certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common SharesStock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (ii) new Common Share Stock certificates issued after February 24November 1, 19982006, upon transfer or new issuance of the Common SharesStock, will contain a notation incorporating the Rights Agreement by reference and reference. Until the Distribution Date (iii) or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Share Stock certificates outstanding as of November 1, 2006, even without a copy of this Summary of Rights attached thereto, will also constitute the transfer of the Rights associated with the Common Shares Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates Certificates”) will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person, and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24November 1, 2008, 2016 (the “Final Expiration Date”) unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company Company, in each case, as described below. In the event that, after the Each share of Preferred Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, purchasable upon the exercise thereof at the then current exercise price of the Right, that number Rights will have a preferential quarterly dividend rate equal to the greater of common shares $1.00 per share or 1,000 times the dividend declared on one share of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightCommon Stock. In the event that, after the Stock Acquisition Timeof liquidation, the Company were holders of the surviving corporation Preferred Stock will receive a preferential liquidation payment of a merger and its $1,000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of Common Shares were changed Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, proper provision shall each share of Preferred Stock will be made so that each holder of a Right will thereafter have the right entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise that number of common shares of each Right should approximate the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number one share of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightStock. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of shares of the Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, of the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for shares of the Preferred Shares Stock or convertible securities at less than the then-current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Shares Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination split of the Common Stock or a stock dividend on the Common SharesStock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its assets or earning power are sold after the Distribution Date, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one twoone-hundredth thousandth of a share of Preferred Share Stock, which may, upon at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares Stock on the last trading date prior to the date of exercise. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock (or, if there is an insufficient number of issued but not outstanding or authorized but unissued shares of Common Stock to permit such exchange, then one one-thousandth of a Preferred Share) per Right (subject to adjustment). At any time prior to 5:00 P.M. Dallas, Texas time on the earliest of (i) the Distribution Date or (ii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the “Redemption Price”). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

Signature Guaranteed. The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of ___________________________ account number ______________ or, if mailed by check, to ______________________________. Statements should be mailed to ____________________. This information is provided by assignee named above, or _______________________, as its agent. EXHIBIT B-1 FORM OF INITIAL CERTIFICATION OF TRUSTEE ______ __, 20__ Mxxxxx Sxxxxxx Capital I Inc. [Name of Master Servicer] 1000 Xxxxxxxx [xxxxxxx] Xxx Xxxx, XX 00000 [Name of Special Servicer] Mxxxxx Sxxxxxx Mortgage [address] Capital Holdings LLC 1000 Xxxxxxxx [Name of Paying Agent] Nxx Xxxx, XX 00000 [address] [Names and addresses of other sellers] Re: Pooling and Servicing Agreement (To be completed if applicable“Pooling and Servicing Agreement”) The relating to Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20__-__ Ladies and Gentlemen: In accordance with the provisions of Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions noted in the schedule of exceptions attached hereto, that: (a) all documents specified in clause (i) of the definition of “Mortgage File” are in its possession, (b) such documents have been reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage Loan and (c) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage File” of the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any such documents contained in each Mortgage File are appropriate for their represented purposes, or are other than what they purport to be on their face. The Trustee acknowledges receipt of notice that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined Depositor has assigned to the Trustee for the benefit of the Certificateholders all of the Depositor’s right, title and interest in and to the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests, and the assets of Class EI Grantor Trust and that, in the Rights event such assignment is not upheld as an absolute sale, that the Depositor has granted to the Trustee for the benefit of Certificateholders a security interest in such items. Capitalized words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is subject in all respects to the terms of said Pooling and Servicing Agreement including but not limited to Section 2.2. [Name of Trustee], as Trustee By: Name: Title: SCHEDULE OF EXCEPTIONS EXHIBIT B-2 FORM OF FINAL CERTIFICATION OF TRUSTEE ______ __, 20__ Mxxxxx Sxxxxxx Capital I Inc. [Name of Master Servicer] 1000 Xxxxxxxx [xxxxxxx] Xxx Xxxx, XX 00000 [Name of Special Servicer] Mxxxxx Sxxxxxx Mortgage [address] Capital Holdings LLC 1000 Xxxxxxxx [Name of Paying Agent] Nxx Xxxx, XX 00000 [address] [Names and addresses of other sellers] Re: Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20__-__ Ladies and Gentlemen: In accordance with the provisions of Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions noted in the schedule of exceptions attached hereto, that: (a) all documents required to be included in the Mortgage File pursuant to clauses (i), (ii), (iv), (vi), (viii) and (2xii) after due inquiry of the definition of “Mortgage File” required to be in the Mortgage File, and any documents required to be included in the Mortgage File pursuant to all other clauses of the definition of “Mortgage File” (to the best knowledge extent required to be delivered pursuant to the Pooling and Servicing Agreement and any applicable Primary Servicing Agreement), to the extent actually known by a Responsible Officer of the undersignedTrustee to be required pursuant to the Pooling and Servicing Agreement (assuming that, with respect to the documents referred to in clause (xii) of the definition of Mortgage File, an original letter of credit in the possession of the Trustee is not so required, unless a Responsible Officer of the Trustee has actual knowledge to the contrary), are in its possession, (b) such documents have been reviewed by it [ ] did [ ] did and have not acquire been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage Loan, (c) based on its examination and only as to the Rights evidenced by this Right Certificate from any Person who isMortgage Note and the Mortgage or the appraisal of the related Mortgaged Property, was or subsequently became an Acquiring Person the street address of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification Mortgaged Property set forth above in the Forms of Assignment and Election is not completed, Mortgage Loan Schedule accurately reflects the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined information contained in the Rights Agreement) and, documents in the case of an AssignmentMortgage File, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF and (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTd) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of Mortgage Note has been endorsed as required by the terms of the RightsPooling and Servicing Agreement. Each Right entitles The Trustee makes no representations as to: (i) the registered holder to purchase from the Company one two-hundredth validity, legality, sufficiency, enforceability or genuineness of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, any of the Company documents contained in each Mortgage File identified in the Mortgage Loan Schedule, (ii) the "Preferred Shares")collectability, at a price insurability, effectiveness or suitability of $ 210 per one two-hundredth any such Mortgage Loan or (iii) whether any of a Preferred Sharethe documents contained in each Mortgage File are appropriate for their represented purposes, subject or are other than what they purport to adjustment (the "Purchase Price")be on their face or are in recordable form. The description Trustee acknowledges receipt of notice that the Depositor has assigned to the Trustee for the benefit of the Certificateholders all of the Depositor’s right, title and interest in and to the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests, and the assets of Class EI Grantor Trust and that, in the event such assignment is not upheld as an absolute sale, that the Depositor has granted to the Trustee for the benefit of Certificateholders a security interest in such items. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is qualified in all respects by the terms of said Pooling and Servicing Agreement including but not limited to Section 2.2. [Name of Trustee], as Trustee By: Name: Title: SCHEDULE OF EXCEPTIONS EXHIBIT C FORM OF REQUEST FOR RELEASE [Date] [Name and Address of Trustee] Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20__-__ In connection with the Rights are set forth in administration of the Mortgage File held by or on behalf of you as trustee under a Rights certain Pooling and Servicing Agreement, dated as of February 5______, 199820__ (the “Pooling and Servicing Agreement”), among Mxxxxx Sxxxxxx Capital I Inc., as it may be amended from time to time depositor, [Name of Master Servicer], as master servicer (the "Rights Agreement"“Master Servicer”), between the Company and The Chase Manhattan Bank[Name of Special Servicer], as Rights Agent special servicer (the "Rights Agent"“Special Servicer”). Initially, and you as trustee, paying agent and certificate registrar (in such capacity, the Rights will be attached to all Common Share certificates representing shares then outstanding“Trustee”), and no separate certificates representing the Rights undersigned as a [Master][Special] Servicer hereby requests a release of the Mortgage File ("Right Certificates"or the portion thereof specified below) will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur held by or on behalf of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice you as Trustee with respect to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained following described Mortgage Loan for the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described reason indicated below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described Property Name: Address: Prospectus No.: If only particular documents in the next succeeding paragraph) or 50% or more of its assetsMortgage File are requested, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person please specify which: Reason for requesting Mortgage File (or an affiliate, associate or transferee portion thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.):

Signature Guaranteed. (To Signatures must be completed if applicableguaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) The undersigned hereby certifies that pursuant to Rule 17Ad-15 of the (1Securities Act of 1934.) Rights evidenced by NOTICE Each signature to the foregoing Form of Assignment, the Form of Election to Purchase, and the related Certificates, as the case may be, must correspond to the name as written upon the face of this Right Certificate are not beneficially owned by an Acquiring Person in every particular, without alteration or an Affiliate enlargement or Associate thereof (as defined in any change whatsoever. If the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completedcompleted and signed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (void as defined provided in Section 11(a)(iii) of the Rights Agreement) and, in the case Agreement and such Form of an Assignment, Assignment or Form of Election to Purchase will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatenot be honored. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCESCIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED HELD BY A PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR AN ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY HOLDER, SHALL BECOME NULL AND VOID. PXXXXX DODGE CORPORATION HARVARD INDUSTRIES, INC. SUMMARY OF STOCKHOLDER RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.AGREEMENT

Signature Guaranteed. (To Signature must be completed if applicable) The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned guaranteed by an Acquiring Person or an Affiliate or Associate thereof (eligible Notice: The signature(s) on this assignment guarantor institution which is a participant must correspond with the name(s) as defined it appears in the Rights AgreementSecurities Transfer Medallion Program on the face of the within Note in every (STAMP) or similar guarantee program. particular, without Agent's alteration signature or enlargement or any change whatsoever. __________________________________ (Authorized Officer) EXHIBIT G FORM OF NOTE DEPOSITORY AGREEMENT [Standard Form DTC Letter of Representations] ANNEX A FORM OF INVESTOR'S LETTER Xxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Indenture Trust Administration Re: Fidelity Equipment Lease Trust 1999-1, Receivable-Backed Notes, Series 1999-1 Ladies and Gentlemen: [[For Institutional Accredited Investors only] 1. We are an institutional "accredited investor" (an entity meeting the requirements of Rule 501(a)(1), (2), (3) after due inquiry and to or (7) of Regulation D under the best knowledge Securities Act of the undersigned1933, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation amended (the "CompanySecurities Act")) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. We are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an "institutional accredited investor") declared a dividend distribution as to each of one Preferred Share Purchase Right (which we exercise sole investment discretion.] [[For Qualified Institutional Buyers only] 1. The Purchaser is a "Rightqualified institutional buyer" within the meaning of Rule 144A ("Rule 144A") for each outstanding Common Sharepromulgated under the Securities Act of 1933, par value $6.25 per share, of the Company as amended (the "Common SharesSecurities Act"). The following Purchaser is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company aware that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business is being made in reliance on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payableRule 144A, and the number of Preferred Shares or other securities or property issuable, upon exercise of Purchaser has had the Rights are subject opportunity to adjustment from time obtain the information required to time be provided pursuant to prevent dilution paragraph (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Sharesd)(4)(i) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Rule 144A.]

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by an “eligible guarantor institution” as defined in Rule l7Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, and such Assignment or Election to Purchase will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatenot be honored. 7 Exhibit EXHIBIT C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOIDRIBAPHARM INC. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4June 20, 19982003, the Board of Directors of Pxxxxx Dodge Corporation RIBAPHARM INC. (the "“Company"”) declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding Common Shareshare of common stock, par value $6.25 0.01 per shareshare (the “Common Shares”), of the Company Company. The dividend is effective as of July 3, 2003 (the "Common Shares")“Record Date”) with respect to the stockholders of record on that date. The following is a summary of Rights will also attach to new Common Shares issued after the terms of the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.01 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares"), at a price of $ 210 $55 per one twoone-hundredth of a Preferred ShareShare (the “Purchase Price”), subject to adjustment (adjustment. Each Preferred Share is designed to be the "Purchase Price")economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5June 20, 1998, as it may be amended from time to time 2003 (the "“Rights Agreement"”), by and between the Company and The Chase Manhattan Bank, as Rights Agent Continental Stock Transfer & Trust Company (the "“Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by an “Eligible Guarantor Institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, and such Assignment or Election to Purchase will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatenot be honored. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES (EXHIBIT C TO RIGHTS AGREEMENT) On February 4September 5, 19982007, the Board of Directors of Pxxxxx Dodge Corporation XXX. A. BANK CLOTHIERS, INC. (the "“Company"”) declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding Common Shareshare of common stock, par value $6.25 0.01 per shareshare (the “Common Shares”), of the Company Company. The dividend is effective as of September 20, 2007 (the "Common Shares")“Record Date”) with respect to the stockholders of record on that date. The following is a summary of Rights will also attach to new Common Shares issued after the terms of the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares"), at a price of $ 210 $200.00 per one twoone-hundredth of a Preferred ShareShare (the “Purchase Price”), subject to adjustment (adjustment. Each Preferred Share is designed to be the "Purchase Price")economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement, Agreement dated as of February 5September 6, 1998, as it may be amended from time to time 2007 (the "“Rights Agreement"”), between the Company and The Chase Manhattan Bank, as Rights Agent Continental Stock Transfer & Trust Company (the "“Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. (Signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or by a member firm of a registered securities exchange of the National Association of Securities Dealers, Inc.) ASSIGNMENT (To be completed if applicablesigned only upon assignment of Warrants) The FOR VALUE RECEIVED, the undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) sells, assigns and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained transfers the right to acquire, beneficial ownership purchase _____________________shares of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined Warrant Stock represented by the Board within Warrant Certificate unto, and requests that a certificate for such Warrant be issued in the name of: ----------------------------------------------------- (Name and Address of Directors, a specified Assignee Must be Printed or unspecified later dateTypewritten) following the commencement or announcement of an intention ----------------------------------------------------- ----------------------------------------------------- hereby irrevocably constituting and appointing _______________________________ Attorney to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business said Warrants on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities books of the Company, debt securities with full power of substitution in the premises and, if said number of warrant Stock shall not bear all of the CompanyWarrant Stock purchasable under the within Warrant Certificate, other property or that a combination thereof) having a market value (as defined new Warrant Certificate for the balance of the Warrant Stock purchasable under the within Warrant Certificate be registered in the Rights Agreement) of two times the Purchase Price name of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events undersigned Warrantholder and delivered to such Warrantholder's address as then set forth in this paragraph, all Rights that are, or (under certain circumstances specified in on the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and voidCompany's books. A person will not be an Acquiring Person if Dated: -------------------------------- Signature of Registered Holder Note: The above signature must correspond with the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) name as it appears upon the grant to holders face of Preferred Shares of certain rights this Warrant Certificate in every particular, without alteration or warrants to subscribe for Preferred Shares enlargement or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exerciseany change whatever.

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) andand such Assignment or Election to Purchase will not be honored. EXHIBIT C ESOFT, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights CertificateINC. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES (Exhibit C to Rights Plan) On February 4November 30, 19982001, the Board of Directors of Pxxxxx Dodge Corporation eSoft, Inc. (the "Company") declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "Right") for each outstanding Common Shareshare of common stock, par value $6.25 0.01 per share, of the Company share (the "Common Shares"), of the Company. The following dividend is a summary effective as of December 24, 2001 (the terms "Record Date") with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.01 per share, of the Company share (the "Preferred Shares"), of the Company at a price of $ 210 $9.00 per one twoone-hundredth of a Preferred Share, subject to adjustment Share (the "Purchase Price"), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement, Agreement dated as of February 5November 30, 1998, as it may be amended from time to time 2001 (the "Rights Agreement"), between the Company and The Chase Manhattan BankComputershare Trust Company, as Rights Agent Inc. (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) andand such Assignment or Election to Purchase will not be honored. InterMune, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION Inc. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES (Exhibit C to Rights Plan) On February 4July 17, 19982001, the Board of Directors of Pxxxxx Dodge Corporation INTERMUNE, INC. (the "Company") declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "Right") for each outstanding Common Shareshare of common stock, par value $6.25 0.001 per share, of the Company share (the "Common Shares"), of the Company. The following dividend is a summary effective as of August 3, 2001 (the terms "Record Date") with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.001 per share, of the Company share (the "Preferred Shares"), of the Company at a price of $ 210 $390.00 per one twoone-hundredth of a Preferred Share, subject to adjustment Share (the "Purchase Price"), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement, Agreement dated as of February 5July 17, 1998, as it may be amended from time to time 2001 (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent Mellon Investor Services LLC (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (To be completed if applicabletrue) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the (1) Rights evidenced by this Right Rights Certificate are not beneficially owned not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- ---------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completedcompleted in connection with a purported assignment, the Company will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix or a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: CHECKMATE ELECTRONICS, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Share Stock issuable upon the exercise of such Rights and requests that certificates outstanding for such shares be issued in the name of: --------------------------------- Address: --------------------------------- Social Security or other Taxpayer Identification Number: --------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: --------------------------------- Address: --------------------------------- Social Security or other Taxpayer Identification Number: --------------------------------- Dated:______________, 19___ Signature Guaranteed: --------------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must-be guaranteed by a member firm of a registered national securities exchange's member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will also constitute deem the transfer Beneficial Owner of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined evidenced by the Board of Directors, only Common Shares issued prior enclosed Rights Certificate to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% an Affiliate or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise Associate thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence transferee of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in foregoing and accordingly will deem the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will such Rights Certificate to be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercisevoid and not transferable or exercisable.

Signature Guaranteed. (To be completed if applicable) Participant in a Recognized Signature Guarantee Medallion Program By: ---------------------------------- Authorized Signatory FORM OF REPURCHASE NOTICE To: American Equity Investment Life Holding Company The undersigned hereby certifies registered holder of this Security requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, on the date specified below, in accordance with the terms and conditions specified in paragraph 6 of this Security and the Indenture referred to in this Security and directs that the (1) Rights evidenced by check in payment for this Right Certificate are Security or the portion thereof and any Securities representing the portion of principal amount hereof not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined to be so repurchased, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the Rights Agreement) and (2) after due inquiry and to the best knowledge name of a Person other than the undersigned, it [ ] did [ ] did the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ----------------------------------- Signature(s) Fill in for registration of Securities not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above repurchased if to be issued other than to and in the Forms name of Assignment registered holder: ------------------------------------------------------------------------------- (Name) ------------------------------------------------------------------------------- (Street Address) ------------------------------------------------------------------------------- (City, state and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate zip code) Please print name and address principal amount to be an Acquiring Person repurchased (if less than all): $__,000 date of requested repurchase: December 15, 20__ (specify either December 15, 2011, 2014 or an Affiliate or Associate thereof (as defined in the Rights Agreement2019) and, in the case FORM OF OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: American Equity Investment Life Holding Company The undersigned registered holder of an Assignment, will affix this Security hereby acknowledges receipt of a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation notice from American Equity Investment Life Holding Company (the "Company") declared as to the occurrence of a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of Change in Control with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (the "Common Shares"). The following which is $1,000 principal amount or a summary of multiple thereof) designated below, in accordance with the terms of the Rights. Each Right entitles Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to purchase from be issued in the Company one two-hundredth name of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Personundersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: --------------------------- Signature(s) will thereafter have the right Fill in for registration of Securities not repurchased if to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction be issued other than to and in the Purchase Pricename of registered holder: ------------------------------------------------------------------------------- (Name) ------------------------------------------------------------------------------- (Street Address) ------------------------------------------------------------------------------- (City, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereofstate and zip code) having a market value Please print name and address principal amount to be repurchased (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1all): $__,000 SCHEDULE I AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY Series B 5.25% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Contingent Convertible Senior Notes Due 2024 No: Date Principal Amount Notation -------------------------------------------------------------------------------

Signature Guaranteed. Signatures must be guaranteed by an eligible guarantor institution (To be completed if applicable) bank, stock broker or savings and loan association with membership in an approved signature medallion program). The undersigned hereby certifies that the (1) Rights evidenced represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge ). Signature Form of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Reverse Side of Right Certificate from any Person who is— continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To New York City REIT, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Inc.: The undersigned hereby irrevocably elects to exercise Rights evidenced represented by this Right Certificate to purchase the Preferred Shares (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: (Please print name and address) Exercise of Rights (select applicable provision) ¨ pursuant to Section 7.1 of the Rights Agreement ¨ pursuant to Section 11.1.2 of the Rights Agreement ¨ pursuant to Section 13 of the Rights Agreement If such number of Rights shall not be all the Rights represented 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 or other identifying number: (Please print name and address) Dated: , Signature (Signature must conform to the holder specified on the Right Certificate) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Signature

Signature Guaranteed. Signatures must be guaranteed by an eligible guarantor institution (To be completed if applicable) bank, stock broker or savings and loan association with membership in an approved signature medallion program). [Form of Reverse Side of Right Certificate continued] Certificate The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.4.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) ). DATED: ___________, _____ Signature NOTICE The signature in the foregoing Forms of Assignment and (2) after due inquiry and Election to Purchase must conform to the best knowledge name as written upon the face of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from in every particular, without alteration or enlargement or any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereofchange whatsoever. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company such assignment or election to purchase will deem the beneficial owner of the Rights evidenced by this Right Certificate to not be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatehonored. 7 Exhibit EXHIBIT C --------- UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS BENEFICIALLY AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4March 13, 19982020, the Board of Directors of Pxxxxx Dodge Corporation (the "“Board”) of Ashford Inc. (the “Company"”) declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding share of Common ShareStock, par value $6.25 0.001 per share, of the Company share (the "“Common Shares"”). The following is a summary , outstanding on March 23, 2020 (the “Record Date”) to the stockholders of the terms of the Rightsrecord on that date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth thousandths of a share of Series A Junior Participating Cumulative E Preferred ShareStock, par value $1.00 0.001 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares")Company, at a price of $ 210 $275 per one twoone-hundredth thousandths of a Preferred ShareShare represented by a Right (the “Purchase Price”), subject to adjustment (the "Purchase Price")adjustment. The description and terms of the Rights are set forth in a the Rights Agreement, Agreement dated as of February 5March 13, 19982020, by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as it Rights Agent (as may be amended from time to time (time, the "“Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon Until the earlier to occur of (i) ten 10 business days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, has acquired beneficial ownership of 2010% or more of the outstanding Common Shares (with certain exceptions as described below, an “Acquiring Person”) (or, in the event an exchange is effected in accordance with Section 24 of the Company Rights Agreement and the Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement) or (ii) ten 10 business days (or, if or such later date as may be determined by action of the Board of Directors, a specified or unspecified later dateprior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make make, a tender offer or an exchange offer which, if successful, the consummation of which would cause result in the bidder to own 20beneficial ownership by a person or group of 10% or more of the outstanding Common Shares. The Rights Agreement provides thatShares (the earlier of such dates, until the “Distribution Date”), (i) the Rights will be transferred evidenced, with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of respect to any of the Common Share certificates outstanding will also constitute as of the transfer Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. A Person shall not be deemed to be an “Acquiring Person” if (i) such Person, on the date of the first public announcement of the adoption of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution DateAgreement, separate Right Certificates will be mailed to holders is a Beneficial Owner of record 10% or more of the Common Shares as of the close of business on the Distribution Date Company then outstanding, (a “Grandfathered Stockholder”); provided, however, that Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxxx, Xx. and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directorstheir respective Affiliates and Associates shall not be deemed to be an Acquiring Person; provided, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24further, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event thatthat if a Grandfathered Stockholder becomes, after the Stock Acquisition TimeRecord Date, the Company is Beneficial Owner of additional Common Shares (other than Common Shares acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person solely as a result of a tender offer described in corporate action of the next succeeding paragraphCompany not caused, directly or indirectly, by such Person) at any time such that the Grandfathered Stockholder is or 50thereby becomes the Beneficial Owner of 10% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed then outstanding (or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes such other percentage as would otherwise result in such Person becoming an Acquiring Person), each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will then such Grandfathered Stockholder shall be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer deemed an Acquiring Person. 2 The Purchase Price payable; provided, and however, that upon the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event first decrease of a stock dividend onGrandfathered Stockholder’s Beneficial Ownership below 10%, or such Grandfathered Stockholder shall no longer be considered a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exerciseGrandfathered Stockholder.

Signature Guaranteed. (To be completed if applicable) The undersigned hereby certifies that the (Exhibit B [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM] [Face of Global Warrant Certificate] [[1) Rights : The] [2: Prior to , the] beneficial ownership of any Warrants evidenced by this Right Global Warrant Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof may be transferred only together with the beneficial ownership of the Temporary Global Security referred to herein to which this Global Warrant Certificate was initially attached.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN X.X. XXXXXX CHASE & CO. GLOBAL WARRANT CERTIFICATE REPRESENTING __________ WARRANTS TO PURCHASE OF UP TO __________ PRINCIPAL AMOUNT OF [Title of Warrant Securities] VOID AFTER [TIME], ON 20 . This Global Warrant Certificate evidences warrants (as defined in the Rights Agreement"Warrants") and (2) after due inquiry and representing the right to purchase, subject to the best knowledge terms and conditions hereof and of the undersignedDebt Warrant Agreement referred to below, it [ at any time [after [time] did [ on 20 and] did not acquire on or before the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person [time] in [location] on 20 up to aggregate principal amount of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In [Title of Warrant Securities] (the event the certification set forth above in the Forms "Warrant Securities") of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation X.X. Xxxxxx Xxxxx & Co. (the "Company") declared a dividend distribution issued and to be issued under the Indenture (as hereinafter defined), on the following basis: on 20 the exercise price of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, Warrant will be ; during the period from 20 through and including 20 the exercise price of each Warrant will be plus [accrued amortization of the Company original issue discount] [accrued interest] from 20 on 20 the exercise price of each Warrant will be during the period from 20 through and including 20 the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from 19 [; in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis using the "interest" method and using a 360-day year consisting of twelve 30-day months] (the "Common SharesWarrant Price"). [The original issue discount of each principal amount of Warrant Securities is .] Beneficial owners of Warrants represented by this Global Warrant Certificate may cause such Warrants to be exercised only by transmitting by tested telex or by delivering or causing to be delivered to Euroclear Bank, as operator of the Euro-clear System (the "Euro-clear Operator"), in Brussels, Belgium, or to Clearstream Banking S.A. ("Clearstream") in [Luxembourg], a warrant exercise notice, substantially in the form attached as Exhibit D to the Debt Warrant Agreement referred to below (the "Warrant Exercise Notice"), copies of which will be available from the Euro-clear Operator or Clearstream or from [name or Warrant Agent], or its successor as warrant agent (the "Warrant Agent") under the Debt Warrant Agreement (the "Debt Warrant Agreement") dated as of 20 between the Company and the Warrant Agent. The Warrant Exercise Notice shall specify, among other things, the aggregate principal amount of Warrant Securities to be purchased on exercise of the Warrants, the account number or numbers on the records of the Euro-clear Operator or Clearstream to which the Warrants being exercised [2: and, if prior to 20 the Offered Securities (as defined below)] to which such Warrants are attached are credited, the account number to be debited for the Warrant Price of each Warrant being exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the interest payment date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the regular record date in respect of such Warrant Securities, if any, for such interest payment date, but on or before the immediately succeeding interest payment date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)), the account number to which the Warrant Securities issued on exercise of the Warrants are to be credited and the form in which Warrant Securities are to be issued. A Warrant Exercise Notice must be received by the Euro-clear Operator or Clearstream prior to [time] (Brussels or [Luxembourg] time, as the case may be) on the business day next preceding the Exercise Date (as defined in such Warrant Exercise Notice). The delivery to the Euro-clear Operator or Clearstream, as the case may be, of a Warrant Exercise Notice shall constitute an irrevocable election to purchase the aggregate principal amount of Warrant Securities specified therein. Any whole number of Warrants evidenced by this Global Warrant Certificate may be exercised to purchase Warrant Securities in bearer or registered form in denominations of [ or , in the case of Warrant Securities in bearer form, and of and any integral multiple thereof, in the case of Warrant Securities in registered form; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico (the "United States"). The following is a summary Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby may be cancelled in the manner and under the circumstances described in the Debt Warrant Agreement. Notice of cancellation of the terms of Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the Rightsrights evidenced hereby shall be given by publication in the manner described in the Debt Warrant Agreement. Each Right entitles This Global Warrant Certificate is issued under and in accordance with the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), Debt Warrant Agreement between the Company and The Chase Manhattan Bankthe Warrant Agent and is subject to the terms and provisions contained in the Debt Warrant Agreement, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, of which terms and no separate certificates representing provisions the Rights ("Right Certificates") will be distributedholder hereof consents by acceptance hereof. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more Copies of the outstanding Common Shares Debt Warrant Agreement and the form of Warrant Securities are on file at the above-mentioned office of the Company Warrant Agent [and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention at ]. [The Warrant Securities to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable delivered upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares Warrants evidenced by this Global Warrant Certificate will be issued under and in accordance with an Indenture dated as of [ ], 2001 (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which maythe "Indenture") between the Company and Bankers Trust Company, upon as Trustee (the election "Trustee"), and will be subject to the terms and provisions contained in the Indenture. Copies of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on Indenture and the market price form of the Preferred Shares Warrant Securities are on file at the last trading date prior to corporate trust office of the date of exerciseTrustee [and at .]

Signature Guaranteed. Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the FINRA, or a commercial bank or trust company having an office or correspondent in the United States. (To to be completed if applicable) The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On February 4October 14, 19982008, the Board of Directors of Pxxxxx Dodge Corporation PETROHAWK ENERGY CORPORATION (the "“Company"”) declared a dividend distribution of one Preferred Share Purchase Right preferred stock purchase right (a "“Right"”) for each outstanding share of Common ShareStock, $0.001 par value $6.25 per shareshare (the “Common Stock”), of the Company (the "Common Shares")Company. The following distribution is a summary payable to the stockholders of the terms of the Rightsrecord on October 25, 2008. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth thousandth of a share of the Company’s Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company Stock (the "“Preferred Shares"), Stock”) at a price of $ 210 $60.00 per one twoone-hundredth thousandth of a share of Preferred ShareStock (the “Purchase Price”), subject to adjustment (the "Purchase Price")adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time Agreement (the "“Rights Agreement"), ”) between the Company and The Chase Manhattan BankAmerican Stock Transfer & Trust Company, as Rights Agent (the "“Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon Until the earlier to occur of (i) ten days the tenth day following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "“Acquiring Person"”) acquired, or obtained the right to acquire, acquired beneficial ownership of 2015% or more of the outstanding Common Shares shares of the Company and Common Stock (the “Shares Acquisition Date”) or (ii) ten the tenth business days day (or, if or such later date as may be determined by action of the Board of Directors, a specified Directors prior to such time as any person or unspecified later dategroup of affiliated or associated persons becomes an Acquiring Person) following after the commencement of, or announcement of an intention to make commence, a tender offer or exchange offer whichthe consummation which would result in any person becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”), if successfulthe Rights will be evidenced, would cause the bidder with respect to own 20% or more any of the Common Stock outstanding as of October 25, 2008, by such Common SharesStock certificate containing a notation incorporating the Rights Agreement by reference. The Rights Agreement provides that, until the Distribution DateDate (or earlier redemption or expiration of the Rights), (i) the Rights will be transferred with and only with the Common Shares, Stock. Until the Distribution Date (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance earlier redemption or expiration of the Common SharesRights), will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share Stock certificates outstanding as of October 25, 2008, will also constitute the transfer of the Rights associated with the Common Shares Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates Certificates”) will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24October 14, 20082009, (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless earlier redeemed or exchanged by the Company Company, in each case, as described below. In the event that, after the Shares of Preferred Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, purchasable upon the exercise thereof at the then current exercise price of the Right, that number Rights will not be redeemable. Each share of common shares Preferred Stock will be entitled to an aggregate dividend of 1,000 times the dividend declared on one share of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightCommon Stock. In the event that, after the Stock Acquisition Timeof liquidation, the Company were holders of the surviving corporation Preferred Stock will be entitled to receive an aggregate liquidation payment equal to 1,000 times the payment made on one share of a merger and its Common Shares were changed Stock. Each share of Preferred Stock will have 1,000 votes voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, proper provision shall each share of Preferred Stock will be made so that each holder of a Right will thereafter have the right entitled to receive 1,000 times the amount received per one share of Common Stock. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise that number of common shares of each Right should approximate the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number one share of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the RightStock. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of shares of the Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, of the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for shares of the Preferred Shares Stock or convertible securities at less than the then-current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends out of earnings or retained earnings at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid or dividends payable in the Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Shares Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination split of the Common Stock or a stock dividend on the Common SharesStock payable in shares of Common Stock or subdivisions, consolidations or combinations as of the Common Stock occurring, in any such case, prior to the Distribution Date. In the event that the Company is acquired in a merger or other business combination transaction or that 50% or more of its assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of the Right. Subject to certain exchange rights that may be exercised by the Board, in the event that any person or group of affiliated or associated person becomes an Acquiring Person, proper provision will be made so that each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of the Common Stock having a market value of two times the exercise price of the Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one twoone-hundredth thousandth of a share of Preferred Share Stock, which may, upon at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares Stock on the last trading date prior to the date of exercise. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void) in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth of a Preferred Share per Right (subject to adjustment) (the “Exchange Right”). Notwithstanding the above, the Board of Directors may not exercise the Exchange Rights after any person, together with any associate or affiliate of such person, has become the beneficial owner of 50% or more of the voting power of the shares of Common Stock. At any time prior to 5:00 P.M. Houston, Texas time on the earliest of (i) the Shares Acquisition Date, (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person, or (iii) the Final Expiration Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the “Redemption Price”). Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights, the Company shall make announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price, or the shares of Common Stock or Preferred Stock exchangeable for the Rights, as applicable. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person or group becomes an Acquiring Person, no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement is available free of charge from the Rights Agent, American Stock Transfer & Trust Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if applicabletrue) The undersigned hereby certifies represents, for the benefit of all holders of Class B Rights and shares of Class B Common Stock, that the (1) Class B Rights evidenced by this Right Rights Certificate are not beneficially not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completedcompleted in connection with a purported assignment, the Company will deem the beneficial Beneficial owner of the Class B Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix or a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer transferee of any of the Common Share foregoing and accordingly will deem the Class B Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: RISCORP, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Class B Rights represented by the attached Rights Certificate to purchase the shares of Series B Junior Participating Preferred Stock issuable upon the exercise of such Class B Rights and requests that certificates outstanding will also constitute for such shares be issued in the transfer name of: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- If such number of Class B Rights shall not be all the Class B Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Class B Rights shall be registered in the name of and delivered to: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- Dated:____________________, ___. Signature Guaranteed: ------------------------------------ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Rights associated with Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to benefit of all holders of record Class B Rights and shares of Class B Common Stock, that the Class B Rights evidenced by this Rights Certificate are not, and, to the knowledge of the Common Shares undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as of defined in the close of business on the Distribution Date and such separate Right Certificates alone will evidence the RightsRights Agreement). Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the event that, after the Stock Acquisition Timecertification set forth above is not completed in connection with a purported assignment, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became will deem the Beneficial owner of the Class B Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% an Affiliate or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise Associate thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence transferee of any of the events set forth in this paragraphforegoing and accordingly will deem the Class B Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF RISCORP, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and voidINC. A person will not be an Acquiring Person if the Board of Directors The name of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of corporation is: RISCORP, Inc., a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payableFlorida corporation (hereinafter called the "Corporation"), and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.hereby certifies as follows:

Signature Guaranteed. (To be completed if applicable) The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of or an Affiliate or Associate thereofthereof (as such terms are defined in the Rights Agreement). -------------------------- ________________________________ Signature -------------------------------------------------------------------------------- NOTICE ------ The signature on the foregoing Form of Assignment and Election to Purchase and certificates must conform to the name as written above on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, and such Assignment or Election to Purchase will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatenot be honored. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCESCIRCUMSTANCES 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 AN ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY HOLDER, SHALL BECOME NULL AND VOID. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On February 4December 30, 1998, the Board of Directors of Pxxxxx Dodge Corporation Chromatics Color Sciences International, Inc. (the "CompanyCorporation") declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "Right") for each outstanding share of Common ShareStock, par value $6.25 0.001 per share, of the Company share (the "Common SharesStock"), of the Corporation. The following dividend is a summary payable to the shareholders of record on January 11, 1999 (the terms "Record Date"), and with respect to shares of Common Stock issued thereafter until the RightsDistribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one twoCorporation one-hundredth of a share of Class B Series A Junior Participating Cumulative 1 Preferred ShareStock, par value $1.00 0.001 per share, of the Company share (the "Preferred SharesStock"), of the Corporation at a price of $ 210 $28 per one twoone-hundredth of a share of Preferred Share, subject to adjustment Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time Agreement (the "Rights Agreement"), ) between the Corporation and Continental Stock Transfer & Trust Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"), dated as of January 11, 1999. Initially, the Rights will be attached to all Common Share certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") Certificates will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur Stock upon the earlier earliest to occur of (i) ten days following expiration of the time Board's right to redeem the Rights during the 10 day period ("Window Period"), or any extension of the "Stock Acquisition Time") of a public announcement or notice to the Company that Window Period, after a person or group of affiliated or associated persons (an "Acquiring Person"other than exempted shareholders) acquired, or obtained becoming the right to acquire, beneficial ownership owner of 20% or more of the outstanding Common Shares Stock (except pursuant to a Permitted Offer, as hereinafter defined, or if the acquisition is approved in advance by the Corporation's Board of the Company and Directors; or (ii) ten business 10 days (or, if determined by or such later date as the Board of Directors, a specified or unspecified later datemay determine) following the commencement of, or announcement of an intention to make make, a tender offer or exchange offer offer, the consummation of which would result in a person or group becoming an Acquiring Person (as hereinafter defined) (the earliest of such dates being called the "Distribution Date"). A person or group whose acquisition of Common Stock causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a person or group becomes an Acquiring Person is the "Shares Acquisition Date." Notwithstanding the foregoing, an Acquiring Person shall not include (i) any person who or which, if successfultogether with all affiliates and associates of such person, would cause as of the bidder to own close of business on the day the Corporation publicly announces that the Board of Directors has adopted the Rights Agreement (the "Announcement Date"), was the beneficial owner of 20% or more of the outstanding shares of Common SharesStock, and (ii) Darby Simpsox Xxxxxxxxxx, xxx Xxxxx Executive Officer of the Company, provided, however, that any such person, together with all affiliates and associates of such person, shall cease to be exempt from being an Acquiring Person if the number of shares of Common Stock beneficially owned by that person, together with all affiliates and associates of such person (other than as a result of a stock dividend, stock split or stock distribution by the Corporation) exceeds by more than one percent of the number of shares of Common Stock beneficially owned by that person, together with all affiliates and associates of such person, as of the Announcement Date, other than, in the case of Mrs. Macfarlxxx, xxx xxx xxl (i) shares acquired upon exercise of options, including without limitation, options issued under the Company's 1992 Stock Option Plan as beneficially owned by her, as amended, held by Mrs. Macfarlxxx xx xxx xxxxliates, and (ii) shares issued upon conversion of the Class A Preferred Stock owned by Mrs. Macfarlxxx xx xxx xxxxliates. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common SharesStock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (ii) new Common Share Stock certificates issued after February 24, 1998, the Record Date upon transfer or new issuance of the shares of Common Shares, Stock will contain a notation incorporating the Rights Agreement by reference and reference. Until the Distribution Date (iii) or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Common Share certificates outstanding Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, also will also constitute the transfer of the Rights associated with the shares of Common Shares Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates Certificates") will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights Date and will expire at the close of business on February 24January 11, 20082009, unless earlier redeemed or exchanged by the Company Corporation as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a that any person who became becomes an Acquiring Person as a result of (except (i) pursuant to a tender or exchange offer described which is for all outstanding Common Stock at a price and on terms which a majority of the Board of Directors determines to be adequate and in the next succeeding paragraphbest interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer") or 50% or more (ii) if such acquisition of its assets, cash flow or earning power shares of Common Stock is sold, proper provision shall be made so that each holder approved in advance by the Board of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price Directors of the RightCorporation, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right (the "Flip-In Right") to receive upon exercise that the number of common shares of Common Stock or, in the Company discretion of the Board of Directors, the number of one-hundredths of a share of Preferred Stock (or, in certain circumstances, other securities of the Corporation) having a market value of (immediately prior to such triggering event) equal to two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraphevent described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, any affiliate or associate or transferee thereof) thereof will be null and void. A However, in the event that any person will not be becomes an Acquiring Person if Person, the Board of Directors may, within a 10-day period following the date of the Company determines public announcement that such person or group became has become an Acquiring Person inadvertently and (the "Window Period") redeem the rights or extend the Window Period in order to prevent or delay the Flip-In Right from triggering. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to an Acquiring Person or any affiliate or associate or any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or group promptly divests itself in concert with such Acquiring Person, affiliate or associate, or, if in such transaction all holders of Common Stock are not treated alike, any other person, then each holder of a sufficient number Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common stock of Common Shares so that the acquiring company having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such person holder exercises or group is no longer an Acquiring Personsurrenders the Flip-In Right. 2 The Purchase Price payable, and the number of shares of Preferred Shares Stock, Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase shares of Preferred Shares Stock at a price, or securities convertible securities at into shares of Preferred Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one-hundredths of a share of Preferred Shares Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination split of the Common Stock or a stock dividend on the Common SharesStock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled to an aggregate dividend per share of 100 times the dividend declared per share of Common Stock. In the event of liquidation first the holders of the Corporation's Class A Preferred Stock will be entitled to a preferential liquidation payment of $.01 per share; thereafter, the holders of the shares of Preferred Stock and the shares of Common Stock will share the remaining assets in the ratio of 100 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Shares Stock will be issued (other than fractions which are one-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Share Stock, which may, upon at the election of the CompanyCorporation, be evidenced by depositary receipts) and, and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares Stock on the last trading date day prior to the date of exercise. At any time prior to the earlier to occur of (i) the expiration of the Window Period or any extension thereof following a person becoming an Acquiring Person or (ii) the expiration of the Rights, and under certain other circumstances, the Corporation may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price") which redemption shall be effective upon the action of the Board of Directors. Additionally, following a Shares Acquisition Date and the expiration of the period during which the holder of Rights may exercise the Rights, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption (a) is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates, or (b) if and for so long as the Acquiring Person does not own 20% or more of the voting power of the Corporation and there are no other Acquiring Persons. All of the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated January 4, 1999. A copy of the Rights Agreement will be provided upon written request (directed to Leslie Foglexxxx, Xxxxxxxxx, at the Corporation's executive offices) for a fee limited to the Corporation's reasonable expenses in furnishing such exhibit. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Signature Guaranteed. Participant in a Recognized Signature Guaranty Medallion Program By:______________________________ Authorized Signature The following is the Bondowner's Election Notice described herein: BONDOWNER'S ELECTION NOTICE --------------------------- Massachusetts Industrial Finance Agency Industrial Revenue Bonds (To be completed if applicableAFC Cable Systems, Inc. Issue - Series 1996) Principal Principal Amount/*/ Bond Purchase Amount CUSIP Tendered for Purchase Numbers Date ------ ----- --------------------- ------- ---- The undersigned hereby certifies that it is the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial registered owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation Bonds described above (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred SharesTendered Bonds"), which are in the Weekly Mode, and hereby agrees that the delivery of this instrument of transfer to the Trustee constitutes an irrevocable offer to sell the Tendered Bonds to the Borrower or their designee on the Purchase Date, which shall be a Business Day at least seven (7) calendar days following delivery of this instrument, at a purchase price of $ 210 per one two-hundredth of a Preferred Share, subject equal to adjustment the unpaid principal balance thereof plus accrued and unpaid interest thereon to the Purchase Date (the "Purchase Price"). The description undersigned acknowledges and terms agrees that this election notice is irrevocable and that the undersigned will have no further rights with respect to the Tendered Bonds except payment, upon presentation and surrender of the Rights Tendered Bonds of the corporate trust office of the Trustee, 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 or such other address specified in writing by the Trustee to the Bondowners, of the Purchase Price by wire or bank transfer within the continental United States from the Trustee to the undersigned at its address as shown on the registration books of the Trustee (i) on the Purchase Date if the Tendered Bonds shall have been surrendered to the Trustee at or prior to 10:00 A.M., Providence, Rhode Island time, on the Purchase Date or (ii) on any Delivery Date subsequent to the Purchase Date on which Tendered Bonds are delivered to the Trustee at or prior to 10:00 A.M., Providence, Rhode Island time, together with an appropriate endorsement for transfer or accompanied by a bond power endorsed in blank, provided that for so long as the Bonds are in the Book-Entry Only System, physical surrender of the Bonds to the Trustee shall not be required and the Bonds shall be tendered pursuant to the procedures described in Paragraph 301(d)(iii)) of the Loan and Trust Agreement referred to below. ------------------------------- /*/ Must be in a minimum amount of $100,000 (or the entirety of a Bond which has previously been reduced below $100,000 by partial redemption) and integral multiples of $5,000 in excess thereof and must not result in any portion of a Bond not tendered being below the minimum of $100,000. --- Except as otherwise indicated herein and unless the context otherwise requires, the terms used herein shall have the meanings set forth in a Rights Agreement, the Loan and Trust Agreement dated as of February 5July 1, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice 1996 relating to the Company that a person or group of affiliated or associated persons (an "Acquiring Person"Bonds. Date:_________________ Signature(s) acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.__________________________________ __________________________________ __________________________________ __________________________________ Street City State Zip

Signature Guaranteed. Participant in a Recognized Signature Guarantee Medallion Program By:__________________________________ Authorized Signatory TRANSFER CERTIFICATE(4) Re: 2.875% Senior Subordinated Convertible Notes due 2010 (To be completed if applicablethe "Securities") The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersignedPharmaceutical Resources, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation Inc. (the "Company") declared a dividend distribution This certificate relates to $_______ principal amount of one Preferred Share Purchase Right Securities owned in (a "Right"check applicable box) for each outstanding Common Share, par value $6.25 per share, of the Company [_] book-entry or [_] definitive form by ______________ (the "Common SharesTransferor"). The following Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is a summary familiar with transfer restrictions relating to the Securities as provided in Sections 2.6 and 2.12 of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred ShareIndenture dated September 30, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), 2003 between the Company and The Chase Manhattan BankAmerican Stock Transfer & Trust Company, as Rights Agent trustee (the "Rights AgentIndenture"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from transfer of such Security is being made pursuant to an effective registration statement under the Common Shares and a "Distribution Date" will occur upon the earlier to occur Securities Act of (i) ten days following the time 1933, as amended (the "Stock Acquisition TimeSecurities Act") ), or the transfer or exchange, as the case may be, of a public announcement such Security does not require registration under the Securities Act because (check applicable box): [_] Such Security is being acquired for the Transferor's own account, without transfer; or notice [_] Such Security is being transferred to the Company that or a Subsidiary; or [_] Such Security is being transferred to a person that the Transferor reasonably believes is a "qualified institutional buyer" as defined in, and in compliance with, Rule 144A under the Securities Act; or group [_] Such Security is being transferred pursuant to the exemption from the registration requirements of affiliated the Securities Act provided by Rule 144 (or associated persons any successor thereto) ("Rule 144") under the Securities Act (if available); or [_] Such Security is being transferred pursuant to an effective registration statement under the Securities Act; or [_] Such Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act to an institutional investor that is an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value accredited investor" (as defined in the Rights AgreementRule 501(a)(1), (2), (3) or (7) of two times Regulation D under the Purchase Price of the Right. In the event Securities Act) that, after prior to the Stock Acquisition Timetransfer, furnishes to the Trustee such certifications and opinion of counsel required by the Company were or the surviving corporation Trustee. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a merger and its Common Shares were changed or exchangedglobal Security that is a "restricted security" within the meaning of Rule 144 under the Securities Act, proper provision shall then such transfer can be made so only pursuant to Rule 144A under the Securities Act and such transferee must be a "qualified institutional buyer," as defined in Rule 144A, or an institutional investor that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes is an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value "accredited investor" (as defined in the Rights AgreementRule 501(a)(1), (2), (3) or (7) of two times Regulation D under the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to aboveSecurities Act). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. (To SIGNATURES must be completed if applicable) guaranteed by an “Eligible Guarantor Institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To Continental Stock Transfer & Trust Company: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security 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 or other identifying number: (Please print name and address) Dated: Signature Signature Guaranteed: Signatures must be guaranteed by an “Eligible Guarantor Institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. --------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature ---------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) andand such Assignment or Election to Purchase will not be honored. XXX. A. BANK CLOTHIERS, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights CertificateINC. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4September 5, 19982007, the Board of Directors of Pxxxxx Dodge Corporation XXX. A. BANK CLOTHIERS, INC. (the "“Company"”) declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding Common Shareshare of common stock, par value $6.25 0.01 per shareshare (the “Common Shares”), of the Company Company. The dividend is effective as of September 20, 2007 (the "Common Shares")“Record Date”) with respect to the stockholders of record on that date. The following is a summary of Rights will also attach to new Common Shares issued after the terms of the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares"), at a price of $ 210 $200.00 per one twoone-hundredth of a Preferred ShareShare (the “Purchase Price”), subject to adjustment (adjustment. Each Preferred Share is designed to be the "Purchase Price")economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement, Agreement dated as of February 5September 6, 1998, as it may be amended from time to time 2007 (the "“Rights Agreement"”), between the Company and The Chase Manhattan Bank, as Rights Agent Continental Stock Transfer & Trust Company (the "“Rights Agent"”). InitiallyOn January 3, 2014 (the “Amendment Date”), the Rights will be attached Agreement was modified, pursuant to all Common Share certificates representing shares then outstandingAmendment No. 1 to Rights Agreement (“Amendment No. 1”), and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of to: (i) ten days following decrease the time beneficial ownership threshold from 20% to 10% by which any person or entity (together with all affiliates and associates of such person or entity) becomes an Acquiring Person (defined below) as contemplated by the "Stock Acquisition Time"Rights Agreement (subject to certain exceptions as set forth therein); (ii) include provisions in respect of certain derivative or synthetic arrangements having characteristics of a public announcement or notice to long position in the common shares of the Company that in the definition of securities which a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right entity would be deemed to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and beneficially own; (iii) increase the surrender for transfer Purchase Price to $250; and (iv) allow the Company’s Board of any of the Common Share certificates outstanding will also constitute the transfer of Directors to redeem the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed for any reason at any time prior to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to abovebelow). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. All Guarantees must be made by a financial institution (To such as a bank or broker) which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and must not be completed if applicable) dated. Guarantees by a notary public are not acceptable. The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and ). Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the best knowledge name as written upon the face of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from in every particular, without alteration or enlargement or any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereofchange whatsoever. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, and such Assignment or Election to Purchase will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatenot be honored. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On Introduction Effective February 424, 19982009, the Executive Committee of the Board of Directors of Pxxxxx Dodge Corporation (the "“Board”) of Centex Corporation, a Nevada corporation (the “Company") ”), adopted a rights plan and declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding Common Shareshare of common stock, par value $6.25 0.25 per share, of the Company (the "“Common Shares"Stock”). The following dividend is a summary payable on March 6, 2009 to the stockholders of record as of the terms close of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Sharebusiness on March 6, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price")2009. The description and specific terms of the Rights are set forth contained in a Rights Agreement, dated as of February 524, 1998, as it may be amended from time to time (the "Rights Agreement")2009, between the Company and The Chase Manhattan BankMellon Investor Services LLC, as Rights Agent (the "“Rights Agent"Plan”). InitiallyFollowing is a summary of the Rights Plan. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form 8-A dated on or about February 25, 2009. Upon written request, the Company will provide a copy of the Rights Agreement free of charge to any of its stockholders. The Board adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against the possible limitation on our ability to use net operating loss carry-overs, capital loss carry-overs, general business credit carry-overs, alternative minimum tax credit carry-overs and foreign tax credit carry-overs, as well as any “net unrealized built-in losses” within the meaning of Section 382 of the Internal Revenue Code, of the Company (collectively, “Tax Benefits”) to reduce potential future federal and state income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules adopted by the Internal Revenue Service, and certain states, the Company may “carryforward” these losses in certain circumstances to offset any current and future earnings and thus reduce the Company's federal and state income tax liability. To the extent that the Tax Benefits do not otherwise become limited, we believe that the Company will be attached able to all Common Share certificates representing shares then outstandingcarry forward a significant amount of the Tax Benefits and therefore these Tax Benefits could be a substantial asset to the Company. However, and no separate certificates representing if we experience an “Ownership Change,” as defined in Section 382 of the Rights ("Right Certificates") Internal Revenue Code, the Company's ability to use the Tax Benefits will be distributedsubstantially limited or delayed, which could therefore significantly impair the value of that asset. The Rights will separate from the Common Shares and Plan is intended to act as a "Distribution Date" will occur upon the earlier deterrent to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a any person or group acquiring 4.9% or more of affiliated or associated persons our outstanding Common Stock (an "“Acquiring Person"”) acquired, or obtained without the right to acquire, beneficial ownership approval of 20the Board. Stockholders who own 4.9% or more of the Company's outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed 2009 will not trigger the Rights Plan so long as they do not (i) acquire additional shares of Common Stock representing (a) one-half of one percent (0.5%) or exchanged more of the shares of Common Stock then outstanding (if they have continuously owned 5.0% or more since the date of the Rights Plan) or (b) such number of additional shares of Common Stock as long as the aggregate shares owned by the Company as described below. In the event that, after the such stockholder is less than 5.0% (if they have not continuously owned 5% or more) or (ii) fall under 4.9% ownership of Common Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described and then re-acquire shares that in the next succeeding paragraph) or 50aggregate equal 4.9% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined Common Stock. A 4.9% limit has been included in the Rights Agreement) Plan because the tests for an “Ownership Change” under Section 382 are measured in part by changes in the ownership by stockholders owning 5% or more of two times the Purchase Price our Common Stock. The Rights Plan does not exempt any future acquisitions of the RightCommon Stock by Acquiring Persons. In the event thatThe Board may, after the Stock Acquisition Timein its sole discretion, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a exempt any person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be from being deemed an Acquiring Person if the Board of Directors for purposes of the Company Rights Plan if it determines that the acquisition by such person or group became an Acquiring Person inadvertently and such person will not jeopardize tax benefits or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) otherwise in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise’s best interests.

Signature Guaranteed. (To be completed if applicable) The undersigned hereby certifies that (I) the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and ); (2) after due inquiry and to the best knowledge of the undersigned, it [ [] did [ [] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- ------------------------ Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, . RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS JOHN HANCOCK FINANCIAL SERVICES, INC. SXXXXRX XX XXGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the STOCK The Board of Directors of Pxxxxx Dodge Corporation John Hancock Financial Services, Inc. (the "Company") declared a dividend distribution has authorizxx xhx xxxxxnce of one Preferred Share Purchase Right (a "Right") for each outstanding share of Common ShareStock, par value $6.25 0.01 per share, of the Company (the "Common SharesStock"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth thousandth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.01 per share, of the Company (the "Preferred SharesStock"), ) at a price of $ 210 $170.00 per one twoone-hundredth thousandth of a share of Preferred ShareStock, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5January 26, 19982000 (the Rights Agreement, as it may be amended from time to time (time, is hereinafter referred to as the "Rights Agreement"), ) between the Company and The Chase Manhattan BankEquiServe Trust Company, N.A. as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share Stock book-entries or certificates representing shares then outstanding, and no separate book-entries or certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares Stock and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 2010% or more of the outstanding Common Shares Stock of the Company, other than as a result of an offer approved by the Board of Directors of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 2010% or of more of the outstanding Common SharesStock. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common SharesStock, (ii) new Common Share Stock certificates issued after February 24January 26, 19982000, upon transfer or transfer, new issuance or reissuance of the Common SharesStock, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share Stock book-entries or certificates outstanding will also constitute the transfer of the Rights associated with the shares of Common Shares Stock represented by such certificatecertificate or book-entry. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except in connection with issuance of Common Stock pursuant to employee stock plans, options and certain convertible securities, and except as otherwise determined by the Board of Directors, only shares of Common Shares Stock issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24January 26, 20082010, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common shares stock of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares Stock were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of Common Stock of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of shares of Common Shares Stock (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred SharesStock, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of shares of Common Shares Stock so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of shares of Preferred Shares Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of Preferred Shares Stock of certain rights or warrants to subscribe for Preferred Shares Stock or convertible securities at less than the current market price of Preferred Shares Stock or (iii) upon the distribution to holders of Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred SharesStock) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of shares of Preferred Shares Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common SharesStock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Shares Stock will be issued (other than fractions which are integral multiples of one twoone-hundredth thousandth of a share of Preferred Share Stock which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares Stock on the last trading date prior to the date of exercise. At any time prior to the earlier of the Stock Acquisition Time and the Expiration Date (as defined in the Rights Agreement), the Board of Directors may redeem the Rights in whole, but not in part, at a price of $.00l per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.001 Redemption Price. At any time after a person becomes an Acquiring Person and prior to the acquisition by such Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights beneficially owned by such Person which have become void), in whole or part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). The Company, at its option, may substitute one-thousandth (subject to adjustment) of a share of Preferred Stock (or other series of substantially similar preferred stock of the Company) for each share of Common Stock to be exchanged. Each share of Preferred Stock purchasable upon exercise of the Rights will have a minimum preferential dividend of $10 per year, but will be entitled to receive, in the aggregate, a dividend of 1000 times the dividend declared on the shares of Common Stock. In the event of liquidation, the holders of the shares of Preferred Stock will be entitled to receive a minimum liquidation payment of $l000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have one thousand votes, voting together with the shares of Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount and type of consideration received per share of Common Stock. The rights of the shares of Preferred Stock as to dividends and liquidation, and in the event of mergers and consolidations, are protected by anti-dilution provisions.

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. --------------------------------------------------------------- The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- ----------------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ELECTION TO PURCHASE (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHT CERTIFICATE.) To American Stock Transfer & Trust Company: The undersigned hereby irrevocably elects to exercise ___________________________ Rights evidenced represented by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in purchase the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment such Rights and requests that certificates for such Preferred Shares be issued in the event name of: Please insert social security 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 stock split, combination or stock dividend on new Right Certificate for the Common Shares. With certain exceptions, no adjustment balance remaining of such Rights shall be registered in the Purchase Price will be required until cumulative adjustments require an adjustment name of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued and delivered to: Please insert social security or other identifying number: ______________ -------------------------------------------------------------------------------- (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receiptsPlease print name and address) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Dated: ------------------- -------------------------------- Signature

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. --------------------------------------------------------------- The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- --------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, and such Assignment or Election to Purchase will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatenot be honored. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCESCHORDIANT SOFTWARE, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOIDINC. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4July 7, 19982008, the Board of Directors of Pxxxxx Dodge Corporation Chordiant Software, Inc., a Delaware corporation (the "“Company") ”), declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding Common Shareshare of common stock, par value $6.25 0.001 per shareshare (the “Common Shares”), of the Company Company. The dividend is effective as of July 21, 2008 (the "Common Shares")“Record Date”) with respect to the stockholders of record on that date. The following is a summary of Rights will also attach to new Common Shares issued after the terms of the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.001 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares"), at a price of $ 210 $20.00 per one twoone-hundredth of a Preferred ShareShare (the “Purchase Price”), subject to adjustment adjustment. Each Preferred Share is designed to be the economic equivalent of one hundred (the "Purchase Price")100) Common Shares. The description and terms of the Rights are set forth in a Rights Agreement, Agreement dated as of February 5July 10, 1998, as it may be amended from time to time 2008 (the "“Rights Agreement"”), between the Company and The Chase Manhattan BankAmerican Stock Transfer & Trust Company, as Rights Agent LLC (the "“Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. (To be completed if applicable) The undersigned hereby certifies that EXHIBIT B --------- [Attached] [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM] [Face of Global Warrant Certificate] [[1: The] [2: Prior to , the (1) Rights ] beneficial ownership of any Warrants evidenced by this Right Global Warrant Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof may be transferred only together with the beneficial ownership of the Temporary Global Security referred to herein to which this Global Warrant Certificate was initially attached.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN FORTUNE BRANDS, INC. GLOBAL WARRANT CERTIFICATE REPRESENTING _________ WARRANTS TO PURCHASE OF UP TO ________ PRINCIPAL AMOUNT OF [Title of Warrant Securities] VOID AFTER [TIME], ON , 19 . This Global Warrant Certificate evidences warrants (as defined in the Rights Agreement"Warrants") and (2) after due inquiry and representing the right to purchase, subject to the best knowledge terms and conditions hereof and of the undersignedDebt Warrant Agreement referred to below, it [ at any time [after [time] did [ on l9 , and] did not acquire on or before the Rights evidenced by this Right Certificate from any Person who is[time] in [location] on , was or subsequently became an Acquiring Person 19 , up to aggregate principal amount of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In [Title of Warrant Securities] (the event the certification set forth above in the Forms "Warrant Securities") of Assignment and Election is not completedFortune Brands, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation Inc. (the "Company") declared a dividend distribution issued and to be issued under the Indenture (as hereinafter defined), on the following basis: on , 19 the exercise price of one Preferred Share Purchase Right (a "Right") for each outstanding Common ShareWarrant will be ; during the period from , par value $6.25 per share19 through and including , 19 , the exercise price of each Warrant will be plus [accrued amortization of the Company original issue discount] [accrued interest] from , 19 ; on , 19 the exercise price of each Warrant will be ; during the period from , 19 through and including , 19 , the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from , 19 [; in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis using the "interest" method and using a 360-day year consisting of twelve 30-day months] (the "Common SharesWarrant Price"). [The original issue discount for each principal amount of Warrant Securities is .] Beneficial owners of Warrants represented by this Global Warrant Certificate may cause such Warrants to be exercised only by transmitting by tested telex or by delivering or causing to be delivered to Xxxxxx Guaranty Trust Company of New York, Brussels office (or any successor), as operator of the Euro-clear System (the "Euro-clear Operator"), in Brussels, Belgium, or to Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") in Luxembourg, a warrant exercise notice, substantially in the form attached as Exhibit D to the Debt Warrant Agreement referred to below (the "Warrant Exercise Notice"), copies of which will be available from the Euro-clear Operator or CEDEL or from [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent") under the Debt Warrant Agreement (the "Debt Warrant Agreement") dated as of , 19 between the Company and the Warrant Agent. The Warrant Exercise Notice shall specify, among other things, the aggregate principal amount of Warrant Securities to be purchased on exercise of the Warrants, the account number or numbers on the records of the Euro-clear Operator or CEDEL to which the Warrants being exercised [2: and, if prior to , 19 , the Offered Securities (as defined below)] to which such Warrants are attached are credited, the account number to be debited for the Warrant Price of each Warrant being exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)), the account number to which the Warrant Securities issued on exercise of the Warrants are to be credited and the form in which Warrant Securities are to be issued. A Warrant Exercise Notice must be received by the Euro-clear Operator or CEDEL prior to [time] (Brussels or Luxembourg time, as the case may be) on the business day next preceding the Exercise Date (as defined in such Warrant Exercise Notice). The delivery to the Euro-clear Operator or CEDEL, as the case may be, of a Warrant Exercise Notice shall constitute an irrevocable election to purchase the aggregate principal amount of Warrant Securities specified therein. Any whole number of Warrants evidenced by this Global Warrant Certificate may be exercised to purchase Warrant Securities in bearer or registered form in denominations of [ or ], in the case of Warrant Securities in bearer form, and of and any integral multiple thereof, in the case of Warrant Securities in registered form; provided, however, that no -------- ------- Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico (the "United States"). The following is a summary Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby may be cancelled in the manner and under the circumstances described in the Debt Warrant Agreement. Notice of cancellation of the Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby shall be given by publication in the manner described in the Debt Warrant Agreement. This Global Warrant Certificate is issued under and in accordance with the Debt Warrant Agreement between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Debt Warrant Agreement, to all of which terms and provisions the holder hereof consents by acceptance hereof. Copies of the Rights. Each Right entitles Debt Warrant Agreement are on file at the registered holder to purchase from the Company one twoabove-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, mentioned office of the Company Warrant Agent [and at ]. The Warrant Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Global Warrant Certificate will be issued under and in accordance with an Indenture dated as of [ ], 1999, as amended (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights AgreementIndenture"), between the Company and [The Chase Manhattan Bank], as Rights Agent Trustee (the "Rights AgentTrustee"). Initially, the Rights and will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice subject to the Company that a person or group terms and provisions contained in the Indenture. Copies of affiliated or associated persons (an "Acquiring Person") acquiredthe Indenture and the form of the Warrant Securities are on file at the corporate trust office of the Trustee [and at ]. [1: The] [2: Prior to , or obtained the right to acquire19 , the] beneficial ownership of 20% or more any Warrants evidenced by this Global Warrant Certificate may be transferred only together with the beneficial ownership of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value Temporary Global Security (as defined in the Rights Debt Warrant Agreement) evidencing the [Title of two times Offered Securities] (the Purchase Price "Offered Securities") to which this Global Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, a transfer of such Temporary Global Security. After such date, the Global Warrant Certificate, and all rights hereunder, may be transferred by delivery, and the Company and the Warrant Agent may treat the holder hereof as the owner for all purposes. The Global Warrant Certificate shall not entitle the Holder hereof to any of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation rights of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the Warrant Securities, including, without limitation, the right to receive upon exercise that number payments of common shares principal of, premium, if any, or interest, if any, on the Warrant Securities or to enforce any of the Company having a market value of two times the exercise price covenants of the RightIndenture. This Global Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of , 19 . FORTUNE BRANDS, INC. By_____________________________ Name: Title: Attest: __________________________ Countersigned: __________________________ As Warrant Agent By________________________ Authorized Signature Schedule A (additional continuation sheets may be attached if required) Exercises of Warrants The following exercises of a portion of this Global Warrant Certificate for Warrant Securities have been made: Number of Warrants Remaining Number of Date of Exercised Warrants Following Notation Exercise for Warrant Securities Such Exercise Made By: -------- ---------------------- ------------------- -------- Number of Warrants Remaining Number of Date of Exercised Warrants Following Notation Exercise for Warrant Securities Such Exercise Made By: -------- ---------------------- ------------------- -------- Exhibit C --------- [Attached] [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF CERTIFICATE TO BE DELIVERED TO WARRANT AGENT BY THE EURO-CLEAR OPERATOR OR CEDEL] FORTUNE BRANDS, INC. Warrants (the "Warrants") to Purchase [Title of Warrant Securities] [Name of Warrant Agent] [Address] Dear Sirs: The undersigned hereby irrevocably elects to exercise __________________ Warrants to purchase as of _____________________ (the "Exercise Date") ______ principal amount of the [Title of Warrant Securities] (the "Warrant Securities") of Fortune Brands, Inc. and represents that it has tendered payment for such Warrant Securities [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] to the order of Fortune Brands, Inc., c/o [insert name and address of Warrant Agent], in the amount of ______ in accordance with the terms hereof and the Debt Warrant Agreement dated as of , 19__ between Fortune Brands, Inc. and you (the "Debt Warrant Agreement"). In connection with the event Undersigned's request that you deliver to us any Warrant Securities in bearer form, the undersigned hereby certifies that as of the date hereof, and except as set forth below, the Warrant Securities in bearer form which are to be delivered to the Common Depositary referred to below for our account (i) are being acquired by a person that is not a citizen or group becomes resident of the United States, a domestic partnership, a domestic corporation or an Acquiring Personestate or trust the income of which is subject to United States Federal income taxation regardless of its source (a "United States person"), each holder (ii) are being acquired by a United States person that is (A) the foreign branch of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value United States financial institution (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoingU.S. Treasury Regulations Section l.165-12(c)(l)(v)(a "financial institution"), following the occurrence of any of the events set forth in this paragraph, all Rights that arepurchasing for its own account or for resale, or (under certain circumstances specified B) a United States person acquiring the Warrant Securities through the foreign branch of a financial institution on the date hereof (and in either case (A) or (B), the Rights Agreementfinancial institution hereby agrees to comply with the requirements of Section 165(j)(3)(A), (B) were, beneficially owned by any Acquiring Person or (or an affiliate, associate or transferee thereofC) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself Internal Revenue Code of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable1986, as amended, and the number of Preferred Shares or other securities or property issuableregulations thereunder), upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon are being acquired by a financial institution for purposes of resale during the distribution restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and such financial institution is not acquiring the Warrant Securities for purposes of resale directly or indirectly to holders a United States person or to a person within the United States or its possessions. As a clearing organization within the meaning of Preferred Shares Section 1.163- 5(c)(2)(i)(D)(8) of evidences the regulations promulgated under the Internal Revenue Code of indebtedness or assets 1986, as amended, the undersigned further certifies that (excluding regular periodic cash dividends or dividends payable a) the above certification is based solely on statements received from member organizations appearing in Preferred Sharesour records (our "Account Holders") or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in certificates in the event form set forth in Exhibit D to the Debt Warrant Agreement and (b) as of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in date hereof we have not received any notification from any of our Account Holders to the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% effect that the statements made by such Account Holders in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which certificates are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exerciseno longer true.

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (To be completed if applicabletrue) The undersigned hereby certifies represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the (1) Rights evidenced by this Right Rights Certificate are not beneficially owned not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- ----------------------------------------- Signature -------------------------------------------------------------------------------- ------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completedcompleted in connection with a purported assignment, the Company will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in or a transferee of any of the case of an Assignment, foregoing and accordingly will affix a legend deem the Rights evidenced by such Rights Certificate to that effect on any Right Certificates issued in exchange for this be void and not transferable or exercisable. [To be attached to each Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF ] FORM OF ELECTION TO EXERCISE (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENTTo be executed if holder desires to exercise the Rights Certificate.) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, TO: GENUINE PARTS COMPANY The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder attached Rights Certificate to purchase from the Company one two-hundredth shares of a Series A Junior Participating Cumulative Preferred ShareStock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of and delivered to: Name: ---------------------------------------------- Address: ------------------------------------------- ------------------------------------------- Social Security or other Taxpayer ID No.: ---------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, par value $1.00 per sharea new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name: ---------------------------------------------- Address: ------------------------------------------- ------------------------------------------- Social Security or other Taxpayer ID No.: ---------- Dated: _________________, ______ Signature Guaranteed: ------------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Company Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares benefit of the Company and (ii) ten business days (orall holders of Rights and shares of Common Stock, if determined that the Rights evidenced by this Rights Certificate are not, and, to the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more knowledge of the outstanding Common Shares. The Rights Agreement provides thatundersigned, until the Distribution Datehave never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (i) as defined in the Rights Agreement). ------------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will be transferred with and only with deem the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer Beneficial Owner of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined evidenced by the Board of Directors, only Common Shares issued prior enclosed Rights Certificate to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% an Affiliate or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise Associate thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence transferee of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in foregoing and accordingly will deem the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) andsuch Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.AS AMENDED OF GENUINE PARTS COMPANY

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if applicabletrue) The undersigned hereby certifies represents, for the benefit of all holders of Class A Rights and shares of Class A Common Stock, that the (1) Class A Rights evidenced by this Right Rights Certificate are not beneficially not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completedcompleted in connection with a purported assignment, the Company will deem the beneficial Beneficial owner of the Class A Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) andor a transferee of any of the foregoing and accordingly will deem the Class A Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: RISCORP, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Class A Rights represented by the attached Rights Certificate to purchase the shares of Series A Junior Participating Preferred Stock issuable upon the exercise of such Class A Rights and requests that certificates for such shares be issued in the case name of: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- If such number of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for Class A Rights shall not be all the Class A Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Class A Rights shall be registered in the name of and delivered to: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- Dated:____________________, ___. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCESSignature Guaranteed: ------------------------------------ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Class A Rights and shares of Class A Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial owner of the Class A Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Class A Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT A-2 (Form of Class B Rights Certificate) Certificate No. W- Class B Rights THE CLASS B RIGHTS ARE SUBJECT TO TERMINATION OR MANDATORY EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. CLASS B RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON PERSONS OR AN AFFILIATE AFFILIATES OR ASSOCIATE ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND OR TRANSFEREES OF ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND THE FOREGOING WILL BE VOID. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4Class B Rights Certificate RISCORP, 1998INC. This certifies that _______________________, or registered assigns, is the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, registered holder of the Company (the "Common Shares"). The following is a summary number of the terms Class B Rights set forth above, each of the Rights. Each Right which entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Sharethereof, subject to adjustment (the "Purchase Price"). The description terms, provisions and terms conditions of the Rights are set forth in a Shareholder Protection Rights Agreement, dated as of February 5May 13, 1998, 1999 (as it may be amended from time to time (time, the "Rights Agreement"), between RISCORP, Inc., a Florida corporation (the Company "Company"), and The Chase Manhattan First Union National Bank, as Rights Agent (the "Rights Agent"). Initially, ," which term shall include any successor Rights Agent under the Rights will be attached Agreement), to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate purchase from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the Company at any time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value Separation Time (as such term is defined in the Rights Agreement) and prior to the close of two times business on May 12, 2009, one one-thousandth (1/1,000) of a fully paid share of Series B Junior Participating Preferred Stock, par value $0.01 per share (the Purchase Price "Class B Preferred Stock"), of the RightCompany (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed at the principal office of the Rights Agent. The Exercise Price shall initially be $10.00 per Class B Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the event thatRights Agreement, after the Stock Acquisition TimeClass B Rights evidenced hereby may entitle the registered holder thereof to purchase securities of an entity other than the Company or securities or assets of the Company other than Class B Preferred Stock, all as provided in the Rights Agreement. This Rights 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 were and the surviving corporation holders of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder the Rights Certificates. Copies of a Right will thereafter have the right to receive upon exercise that number of common shares Rights Agreement are on file at the principal office of the Company having a market value of two times and are available without cost upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the exercise price office of the RightRights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor evidencing an aggregate number of Class B Rights equal to the aggregate number of Class B Rights evidenced by the Rights Certificate or Rights Certificates surrendered. In If this Rights Certificate shall be exercised in part, the event that a person registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or group becomes an Acquiring PersonRights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights Agreement, each holder Class B Right evidenced by this Certificate may be (a) terminated by the Company under certain circumstances, at its option, or (b) exchanged by the Company under certain circumstances, at its option, for one share of Class B Common Stock or one one-thousandth (1/1,000) of a share of Class B Preferred Stock per Class B Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Sharescases, other equity securities or assets of the Company), debt securities of the Company, other property or a combination thereof) having a market value (subject in each case to adjustment in certain events as defined provided in the Rights Agreement) . No holder of two times this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the Purchase Price holder of any securities which may at any time be issuable on the Right. Notwithstanding 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 foregoing, following the occurrence rights of any a shareholder of the events set forth in this paragraph, all Rights that areCompany 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 (under certain circumstances specified except as provided in the Rights Agreement) were), beneficially owned or to receive dividends or subscription rights, or otherwise, until the Class B Rights evidenced by any Acquiring Person (this Rights Certificate shall have been exercised or an affiliate, associate or transferee thereof) will be null and voidexchanged as provided in the Rights Agreement. A person will This Rights Certificate shall not be an Acquiring Person if valid or obligatory for any purpose until it shall have been countersigned by the Board Rights Agent. WITNESS the facsimile signature of Directors the proper officers of the Company determines that and its corporate seal. Date: -------------------------- ATTEST: RISCORP, INC. By: ------------------------------------ --------------------------------- Secretary Countersigned: FIRST UNION NATIONAL BANK, as Rights Agent By: --------------------------------- Authorized Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such person or group became an Acquiring Person inadvertently holder desires to transfer this Rights Certificate.) FOR VALUE RECEIVED _________________ hereby sells, assigns and such person or group promptly divests itself transfers unto ------------------------------------------------------------------------------ (Please print name and address of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payabletransferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney, to transfer the number of Preferred Shares or other securities or property issuable, upon exercise within Rights Certificate on the books of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one twowithin-hundredth of a Preferred Share which may, upon the election of the named Company, be evidenced by depositary receipts) andwith full power of substitution. Dated:____________________, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise___.

Signature Guaranteed. (To be completed if applicable) The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of or an Affiliate or Associate thereofthereof (as such terms are defined in the Rights Agreement). -------------------------- _________________________________________ Signature -------------------------------------------------------------------------------- NOTICE ------ The signature on the foregoing Form of Assignment or Form of Election to Purchase and certificates, must conform to the name as written above on the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company Corporation and the Rights Agent will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, and such Assignment or Election to Purchase will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatenot be honored. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCESCIRCUMSTANCES 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 AN ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY HOLDER, SHALL BECOME NULL AND VOID. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES STOCK On February 4May 15, 19982000, the Board of Directors of Pxxxxx Dodge Corporation IVC Industries, Inc. (the "CompanyCorporation") declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "Right") for each outstanding share of Common ShareStock, par value $6.25 0.08 per share, of the Company share (the "Common SharesStock"), of the Corporation. The following dividend is a summary payable to the shareholders of record on May 24, 2000 (the terms "Record Date"), and with respect to shares of Common Stock issued thereafter until the RightsDistribution Date (as defined below) and, in certain circumstances, with respect to shares of Common Stock issued after the Distribution Date. Each Right Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one twoCorporation one-hundredth thousandth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.01 per share, of the Company share (the "Preferred SharesStock"), of the Corporation at a price of $ 210 $21 per one twoone-hundredth thousandth of a share of Preferred Share, subject to adjustment Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time Agreement (the "Rights Agreement"), ) between the Corporation and American Stock Transfer & Trust Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"), dated as of May__, 2000. Initially, the Rights will be attached to all Common Share certificates representing shares of Common Stock then outstanding, and no separate certificates representing the Rights ("Right Certificates") Certificates will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur Stock upon the earlier earliest to occur of (i) ten days following expiration of the time Board's right to redeem the Rights during the 10 day period ("Window Period"), or any extension of the "Stock Acquisition Time") of a public announcement or notice to the Company that Window Period, after a person or group of affiliated or associated persons (an "Acquiring Person"other than exempted shareholders) acquired, or obtained becoming the right to acquire, beneficial ownership owner of 2015% or more of the outstanding Common Shares Stock (except pursuant to a Permitted Offer, as hereinafter defined, or if the acquisition is approved in advance by the Corporation's Board of the Company and Directors); or (ii) ten business 10 days (or, if determined by or such later date as the Board of Directors, a specified or unspecified later datemay determine) following the commencement of, or announcement of an intention to make make, a tender offer or exchange offer offer, the consummation of which would result in a person or group becoming an Acquiring Person (as hereinafter defined) (the earliest of such dates being called the "Distribution Date"). A person or group whose acquisition of Common Stock causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a person or group becomes an Acquiring Person is the "Shares Acquisition Date." Notwithstanding the foregoing, an Acquiring Person shall not include (i) any person who or which, if successfultogether with all affiliates and associates of such person, would cause as of the bidder to own 20close of business on the day the Corporation publicly announces that the Board of Directors has adopted the Rights Agreement (the "Announcement Date"), was the beneficial owner of 15% or more of the outstanding shares of Common SharesStock, (ii) E. Xxxxxx Xxxxx, Xxxxxx X. Xxxxx, Xxxx X. Xxxxx, their respective spouses and descendants and the spouses of such descendants, and any trust, the entire beneficial interest of which is, during the term of such trust held for the benefit of one or more of the foregoing individuals and (iii) Xxxxxx Xxxxxxxxx; provided, however, that any such person, together with all affiliates and associates of such person, shall cease to be exempt from being an Acquiring Person if the number of shares of Common Stock beneficially owned by that person, together with all affiliates and associates of such person (other than as a result of a stock dividend, stock split or stock distribution by the Corporation) exceeds by more than one percent the number of shares of Common Stock beneficially owned by that person, together with all affiliates and associates of such person, as of the Announcement Date. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common SharesStock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (ii) new Common Share Stock certificates issued after February 24, 1998, the Record Date upon transfer or new issuance of the shares of Common Shares, Stock will contain a notation incorporating the Rights Agreement by reference and reference. Until the Distribution Date (iii) or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Common Share certificates outstanding Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, also will also constitute the transfer of the Rights associated with the shares of Common Shares Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates Certificates") will be mailed to holders of record of the Common Shares Stock as of the close of business on the Distribution Date (and to each initial record holder of certain shares of Common Stock issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights Date and will expire at the close of business on February 24May 15, 20082010, unless earlier redeemed or exchanged by the Company Corporation as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a that any person who became becomes an Acquiring Person as a result of (except (i) pursuant to a tender or exchange offer described which is for all outstanding Common Stock at a price and on terms which a majority of the Board of Directors determines to be adequate and in the next succeeding paragraphbest interests of the Corporation, its shareholders and other relevant constituencies, other than such Acquiring Person, its affiliates and associates (a "Permitted Offer") or 50% or more (ii) if such acquisition of its assets, cash flow or earning power shares of Common Stock is sold, proper provision shall be made so that each holder approved in advance by the Board of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price Directors of the RightCorporation), that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right (the "Flip-In Right") to receive upon exercise that the number of common shares of Common Stock or, in the Company discretion of the Board of Directors, the number of one-thousandths of a share of Preferred Stock (or, in certain circumstances, other securities of the Corporation) having a market value of (immediately prior to such triggering event) equal to two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraphevent described above, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, any affiliate or associate or transferee thereof) thereof will be null and void. A However, in the event that any person will not be becomes an Acquiring Person if Person, the Board of Directors may, within a 10-day period following the date of the Company determines public announcement that such person or group became has become an Acquiring Person inadvertently and (the "Window Period") redeem the rights or extend the Window Period in order to prevent or delay the Flip-In Right from triggering. In the event that, at any time following the Shares Acquisition Date, (i) the Corporation is acquired in a merger or other business combination transaction in which the holders of all of the outstanding shares of Common Stock immediately prior to the consummation of the transaction are not the holders of all of the surviving corporation's voting power, or (ii) more than 50% of the Corporation's assets or earning power is sold or transferred, in either case with or to an Acquiring Person or any affiliate or associate or any other person in which such Acquiring Person, affiliate or associate has an interest or any person acting on behalf of or group promptly divests itself in concert with such Acquiring Person, affiliate or associate, or, if in such transaction all holders of Common Stock are not treated alike, any other person, then each holder of a sufficient number Right (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise, common stock of Common Shares so that the acquiring company having a value equal to two times the exercise price of the Right. The holder of a Right will continue to have the Flip-Over Right whether or not such person holder exercises or group is no longer an Acquiring Personsurrenders the Flip-In Right. 2 The Purchase Price payable, and the number of shares of Preferred Shares Stock, Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred SharesStock, (ii) upon the grant to holders of the Preferred Shares Stock of certain rights or warrants to subscribe for or purchase shares of Preferred Shares Stock at a price, or securities convertible securities at into shares of Preferred Stock with a conversion price, less than the then current market price of the Preferred Shares Stock or (iii) upon the distribution to holders of the Preferred Shares Stock of evidences of indebtedness or assets (excluding regular periodic quarterly cash dividends or dividends payable in Preferred Sharesdividends) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one-thousandths of a share of Preferred Shares Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination split of the Common Stock or a stock dividend on the Common SharesStock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled to an aggregate dividend per share of 1000 times the dividend declared per share of Common Stock. In the event of liquidation, first the holders of the Corporation's Class A Preferred Stock will be entitled to a preferential liquidation payment of $.01 per share; thereafter, the holders of the shares of Preferred Stock and the shares of Common Stock will share the remaining assets in the ratio of 1000 to 1 (as adjusted) for each share of Preferred Stock and Common Stock so held, respectively. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Shares Stock will be issued (other than fractions which are one-thousandth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Share Stock, which may, upon at the election of the CompanyCorporation, be evidenced by depositary receipts) and, and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares Stock on the last trading date day prior to the date of exercise. At any time prior to the earlier to occur of (i) the expiration of the Window Period or any extension thereof following a person becoming an Acquiring Person or (ii) the expiration of the Rights, and under certain other circumstances, the Corporation may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price") which redemption shall be effective upon the action of the Board of Directors. Additionally, following a Shares Acquisition Date and the expiration of the period during which the holder of Rights may exercise the Rights, the Corporation may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption (a) is in connection with a merger or other business combination transaction or series of transactions involving the Corporation in which all holders of Common Stock are treated alike but not involving an Acquiring Person or its affiliates or associates, or (b) if and for so long as the Acquiring Person does not own 15% or more of the voting power of the Corporation and there are no other Acquiring Persons. All of the provisions of the Rights Agreement may be amended by the Board of Directors of the Corporation prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, to make changes which do not adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Corporation, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders of the Corporation, shareholders may, depending upon the circumstances, recognize taxable income should the Rights become exercisable or upon the occurrence of certain events thereafter. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated May __, 2000. A copy of the Rights Agreement will be provided upon written request (directed to Xxxxxxx Xxxxxx, Secretary, at the Corporation's executive offices) for a fee limited to the Corporation's reasonable expenses in furnishing such exhibit. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.

Signature Guaranteed. Signatures must be guaranteed by an eligible guarantor institution (To be completed if applicable) bank, stock broker or savings and loan association with membership in an approved signature medallion program). The undersigned hereby certifies that the (1) Rights evidenced represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge ). Form of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Reverse Side of Right Certificate from any Person who is— continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To New York City REIT, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Inc.: The undersigned hereby irrevocably elects to exercise Rights evidenced represented by this Right Certificate to purchase the Common Shares (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________ (Please print name and address) Exercise of Rights (select applicable provision) □ pursuant to Section 7.1 of the Rights Agreement □ pursuant to Section 11.1.2 of the Rights Agreement □ pursuant to Section 13 of the Rights Agreement If such number of Rights shall not be all the Rights represented 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 or other identifying number: _______________________________ (Please print name and address) Dated: ____________, ___________ Signature (Signature must conform to the holder specified on the Right Certificate) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Signature

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by an “Eligible Guarantor Institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) andand such Assignment or Election to Purchase will not be honored. CARDIOTECH INTERNATIONAL, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights CertificateINC. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES (EXHIBIT C TO RIGHTS AGREEMENT) On February 4January 25, 19982008, the Board of Directors of Pxxxxx Dodge Corporation (the "“Board”) ofCARDIOTECH INTERNATIONAL, INC.(the “Company"”) declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding Common Shareshare of common stock, par value $6.25 0.001 per shareshare (the “Common Shares”), of the Company Company. The dividend is effective as of February 8, 2008 (the "Common Shares")“Record Date”) with respect to the stockholders of record on that date. The following is a summary of Rights will also attach to new Common Shares issued after the terms of the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.001 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares"), at a price of $ 210 $100.00 per one twoone-hundredth of a Preferred ShareShare (the “Purchase Price”), subject to adjustment (the "Purchase Price")adjustment. The description and terms of the Rights are set forth in a Rights Agreement, Agreement dated as of February 5January 28, 1998, as it may be amended from time to time 2008 (the "“Rights Agreement"”), between the Company and The Chase Manhattan Bank, as Rights Agent American Stock Transfer & Trust Company (the "“Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. Signatures must be guaranteed by an eligible guarantor institution (To be completed if applicable) bank, stock broker or savings and loan association with membership in an approved signature medallion program). [Form of Reverse Side of Right Certificate continued] Certificate The undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.4.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) ). DATED: ___________, _____ Signature NOTICE The signature in the foregoing Forms of Assignment and (2) after due inquiry and Election to Purchase must conform to the best knowledge name as written upon the face of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from in every particular, without alteration or enlargement or any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereofchange whatsoever. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company such assignment or election to purchase will deem the beneficial owner of the Rights evidenced by this Right Certificate to not be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificatehonored. 7 Exhibit EXHIBIT C --------- UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS BENEFICIALLY AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOIDVOID AND WILL NO LONGER BE TRANSFERABLE. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4August 30, 19982022, the Board of Directors of Pxxxxx Dodge Corporation (the "“Board”) of Ashford Inc. (the “Company"”) declared (i) a dividend distribution to the holders of one Preferred Share Purchase Right (a "Right") for each outstanding the Common ShareStock, par value $6.25 0.001 per shareshare (the “Common Shares”), outstanding on September 9, 2022 (the “Record Date”) of one preferred share purchase right (a “Right”) for each Common Share and (ii) a dividend to the holders of the Company Series D Preferred Shares (as defined below) outstanding on the Record Date of one Right in respect of each Common Share that is issuable upon conversion of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the "Common “Series D Preferred Shares"). The following is a summary ”) as determined under the Certificate of Designation of the terms Series D Convertible Preferred Stock of Ashford Inc. (the Rights“Series D Certificate of Designation”). Each Right entitles the registered holder to purchase from the Company one twoone-hundredth thousandths of a share of Series A Junior Participating Cumulative F Preferred ShareStock, par value $1.00 0.001 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares")Company, at a price of $ 210 $275 per one twoone-hundredth thousandths of a Preferred ShareShare represented by a Right (the “Purchase Price”), subject to adjustment (the "Purchase Price")adjustment. The description and terms of the Rights are set forth in a the Rights Agreement, Agreement dated as of February 5August 30, 19982022, by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as it Rights Agent (as may be amended from time to time (time, the "“Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon Until the earlier to occur of (i) ten 10 business days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, has acquired beneficial ownership of 2010% or more of the outstanding Common Shares (with certain exceptions as described below, an “Acquiring Person”) (or, in the event an exchange is effected in accordance with Section 24 of the Company Rights Agreement and the Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement) or (ii) ten 10 business days (or, if or such later date as may be determined by action of the Board of Directors, a specified or unspecified later dateprior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make make, a tender offer or an exchange offer which, if successful, the consummation of which would cause result in the bidder to own 20beneficial ownership by a person or group of 10% or more of the outstanding Common Shares. The Rights Agreement provides thatShares (the earlier of such dates, until the “Distribution Date”), (i) the Rights will be transferred evidenced, with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of respect to any of the Common Share certificates outstanding will also constitute as of the transfer Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. A person shall not be deemed to be an “Acquiring Person” if (i) such person, on the date of the first public announcement of the adoption of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution DateAgreement, separate Right Certificates will be mailed to holders is a Beneficial Owner of record 10% or more of the Common Shares as of the close of business on the Distribution Date Company then outstanding (a “Grandfathered Stockholder”); provided, however, that Mxxxx X. Xxxxxxx and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior his Affiliates and Associates shall not be deemed to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event thatan Acquiring Person; provided further that if a Grandfathered Stockholder becomes, after the Stock Acquisition TimeRecord Date, the Company is acquired in a merger or Beneficial Owner of additional Common Shares (other business combination transaction (except certain transactions with a person who became an Acquiring Person than as a result of (A) a tender offer described stock dividend, stock split, reverse stock split, subdivision or similar transaction effected by the Company in which all registered holders of Common Shares are treated substantially equally, (B) the grant or issuance by the Company to its directors, officers and/or employees of options, warrants, rights or similar interests, or any exchange thereof, to acquire Common Shares by the Company pursuant to any executive compensation plan or arrangement, employee benefit, stock incentive plan, stock option plan or stock ownership plan of the Company adopted by the Board, and the subsequent vesting, exercise or conversion of such options, warrants, rights or similar interests, (C) the grant or issuance by the Company to its directors, officers and/or employees of restricted Common Shares or restricted stock units pursuant to a restricted stock or other compensation plan or arrangement adopted by the Board and the subsequent vesting of such shares or stock units, (D) the acquisition of Common Shares directly from the Company, or (E) the acquisition of Common Shares solely as a result of corporate action of the Company not caused, directly or indirectly, by such person) regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the next succeeding paragraph) or 50percentage of Common Shares then outstanding beneficially owned by such Grandfathered Stockholder, then such Grandfathered Stockholder shall be deemed an Acquiring Person unless, upon such acquisition of beneficial ownership of additional Common Shares, such Grandfathered Stockholder is not the Beneficial Owner of 10% or more of its assets, cash flow or earning power is sold, proper provision shall be made so the Common Shares then outstanding; provided further that each holder upon the first decrease of a Right Grandfathered Stockholder’s beneficial ownership below 10%, such Grandfathered Stockholder shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, be considered a Grandfathered Stockholder and the number of Preferred Shares this clause (v) shall have no further force or other securities or property issuable, upon exercise of the Rights are subject effect with respect to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exerciseGrandfathered Stockholder.

Signature Guaranteed. Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (To be completed if applicabletrue) The undersigned hereby certifies represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the (1) Rights evidenced by this Right Rights Certificate are not beneficially owned not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof). -------------------------- ------------------------------------------- Signature -------------------------------------------------------------------------------- ------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completedcompleted in connection with a purported assignment, the Company will deem the beneficial owner Beneficial Owner of the Rights evidenced by this Right the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in or a transferee of any of the case of an Assignment, foregoing and accordingly will affix a legend deem the Rights evidenced by such Rights Certificate to that effect on any Right Certificates issued in exchange for this be void and not transferable or exercisable. [To be attached to each Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: ACCREDO HEALTH, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, INCORPORATED The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder attached Rights Certificate to purchase from the Company one two-hundredth shares of a Series A Junior Participating Cumulative Preferred ShareStock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of and delivered to: Name: ------------------------------------------ Address: ---------------------------------------- ---------------------------------------- Social Security or other Taxpayer ID No.: ------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, par value $1.00 per sharea new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Name: ------------------------------------------ Address: ---------------------------------------- ---------------------------------------- Social Security or other Taxpayer ID No.: ------- Dated: ___________________, _____. Signature Guaranteed: ------------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Company Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (to be completed if true) The undersigned hereby represents, for the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares benefit of the Company and (ii) ten business days (orall holders of Rights and shares of Common Stock, if determined that the Rights evidenced by this Rights Certificate are not, and, to the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more knowledge of the outstanding Common Shares. The Rights Agreement provides thatundersigned, until the Distribution Datehave never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (i) as defined in the Rights Agreement). ------------------------------------------- Signature ------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will be transferred with and only with deem the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer Beneficial Owner of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined evidenced by the Board of Directors, only Common Shares issued prior enclosed Rights Certificate to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% an Affiliate or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise Associate thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence transferee of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in foregoing and accordingly will deem the Rights Agreementevidenced by such Rights Certificate to be void and not transferable or exercisable. Exhibit B CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF ACCREDO HEALTH, INCORPORATED Pursuant to Section 151 of the Delaware General Corporation Law Accredo Health, Incorporated, a corporation organized under the laws of the State of Delaware (the "Corporation"), hereby certifies that, pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors on April 17, 2003, adopted the following resolution creating a series of one hundred thousand (100,000) wereshares of Preferred Stock designated as Series A Junior Participating Preferred Stock: RESOLVED, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null that pursuant to the authority granted to and void. A person will not be an Acquiring Person if vested in the Board of Directors of this Corporation (the Company determines "Board") in accordance with the provisions of its Certificate of Incorporation, as amended, a series of Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting rights or powers, preferences and relative, participating, optional and other special rights of the shares of such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payableseries, and the number of Preferred Shares qualifications, limitations or other securities or property issuable, upon exercise of the Rights restrictions thereof are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.as follows:

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies that by checking the appropriate boxes that: (1) the Rights evidenced by this Right Certificate [ ] are [ ] are not beneficially owned being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof of any such Acquiring Person (as such terms are defined in pursuant to the Rights Agreement) and ); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an AssignmentAcquiring Person or any transferee of such Persons. Dated:____________________, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate______ ____________________________________ Signature EXHIBIT B SYNOVUS FINANCIAL CORP. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES COMMON STOCK On February 4April 27, 19981999, the Board of Directors of Pxxxxx Dodge Corporation Synovus Financial Corp. (the "Company") adopted a Shareholder Rights Plan pursuant to a Rights Agreement (the "Rights Agreement") and authorized and declared a dividend distribution of one Preferred Share Common Stock Purchase Right (a "Right") for with respect to each outstanding Common Share, par value $6.25 per share, share of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Sharecommon stock, par value $1.00 per shareshare ("Common Stock"), of the Company Company. The dividend is payable on May 4, 1999 to the shareholders of record on that date (the "Preferred SharesRecord Date"), and to each holder of Common Stock issued thereafter until the Distribution Date (as hereinafter defined) or the expiration or earlier redemption of the Rights. Except as set forth below, each Right entitles the registered holder thereof to purchase from the Company at any time after the Distribution Date one share of Common Stock at a price of $ 210 $225.00 per one two-hundredth of a Preferred Shareshare, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a the Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached attach to all certificates of outstanding shares of Common Share certificates representing shares then outstandingStock, and no separate certificates representing the Rights Right Certificates ("Right Certificates"as hereinafter defined) will be distributed. The Rights will become exercisable and separate from the shares of Common Shares and a "Distribution Date" will occur Stock upon the earlier to occur of (i) ten days following after the time date (the "Stock Acquisition TimeDate") of a public announcement or notice to the Company that a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the outstanding Common Stock (such person or group being hereinafter referred to as an "Acquiring Person") Person"2); or -------- 2 Each of the following persons will not be deemed to be an Acquiring Person even if they have acquired, or obtained the right to acquire, beneficial ownership of 2015% or more of the outstanding Common Shares Stock: (i) the Company, any subsidiary of the Company, or any employee benefit plan of the Company and or of any subsidiary of the Company; (ii) ten business days any shareholder who is a descendant of X. Xxxxxx Xxxxxx (orthe "Xxxxxx Family"), if determined any shareholder who is affiliated or associated with the Xxxxxx Family and any person who would otherwise become an Acquiring Person as a result of the receipt of Common Stock or a beneficial interest in Common Stock from one or more members of the Xxxxxx Family by way of gift, devise, descent or distribution, but not by way of sale, unless any such person, together with his affiliates and associates, becomes the Board beneficial owner of Directors, more than 30% of the outstanding shares of Common Stock; (iii) any person who would otherwise become an Acquiring Person solely by virtue of a specified or unspecified later datereduction in the number of outstanding shares of Common Stock unless and until such person shall become the beneficial owner of any additional shares of Common Stock; and (iv) following any person who as of the commencement or announcement Record Date was the beneficial owner of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 2015% or more of the outstanding Common Shares. The Rights Agreement provides that, Stock unless and until such person shall become the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer beneficial owner of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common additional shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exerciseStock.

Signature Guaranteed. (To The signature must be completed if applicable) guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the Company’s transfer agent. A notary public is not sufficient. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the event Right Certificate.) To Computershare Trust Company, N.A.: The undersigned hereby irrevocably elects to exercise ___________________________ Rights represented by this Right Certificate to purchase the certification set forth above Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the Forms name of: Please insert social security or other identifying number: ______________ (Please print name and address) If such number of Assignment 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 Election delivered to: Please insert social security or other identifying number: ______________ (Please print name and address) Dated: _________________ Signature Signature Guaranteed: The signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the Company’s transfer agent. A notary public is not completed, the Company will deem the beneficial owner of sufficient. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate to be are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) and, in after due inquiry and to the case best of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998the knowledge of the undersigned, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of undersigned did not acquire the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended evidenced by this Right Certificate from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement any Person who is or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became was an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate Affiliate or transferee Associate thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Signature

Signature Guaranteed. (To be completed if applicable) Participant in a Recognized Signature Guarantee Medallion Program By: ---------------------------------- Authorized Signatory A-1-12 FORM OF OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: LNR Property Corporation The undersigned registered holder of this Security hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge acknowledges receipt of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate a notice from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge LNR Property Corporation (the "Company") declared as to the occurrence of a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of Change In Control with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (the "Common Shares"). The following which is $1,000 principal amount or a summary of multiple thereof) designated below, in accordance with the terms of the Rights. Each Right entitles Indenture referred to in this Security and directs that the registered holder to purchase from check in payment for this Security or the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days portion thereof (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more Company elects in accordance with Section 3.09 of the outstanding Indenture, Common SharesStock) and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. The Rights Agreement provides thatIf any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, until the Distribution Dateundersigned shall pay all transfer taxes payable with respect thereto. Dated: --------------------- Signature(s) Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and in the name of registered holder: --------------------------- (iName) --------------------------- (Street Address) --------------------------- (City, state and zip code) Please print name and address principal amount to be purchased (if less than all): $__,000 If the Rights will be transferred with and only with Company has elected to pay the Change in Control Purchase Price, in whole or in part, in Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance Stock but such portion of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of Change in Control Purchase Price shall ultimately be payable in cash because any of the Common Share certificates outstanding will also constitute conditions to the transfer payment of the Rights associated Change in Control Purchase Price in Common Stock are not satisfied the registered holder of this Security elects [check one]: [ ] to withdraw such Purchase Notice as to the Securities to which such Change in Control Purchase Notice relates in the principal amount of $ ,000, with the Common Shares represented by such certificate. As soon as practicable following the Distribution Datecertificate numbers , separate Right Certificates will be mailed or ----- --------- [ ] to holders of record receive cash in respect of the Common Shares as entire Purchase Price for all Securities (or portions thereof) to which such Purchase Notice relates Social Security or Other Taxpayer Number: ------------------------- A-1-14 SCHEDULE I LNR PROPERTY CORPORATION 5.5% Contingent Convertible Senior Subordinated Notes Due 2023 Date principal amount Notation XXXXXXX X-0 {Form of Certificated Security} THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS MARCH 5, 2003 AND THE COMPARABLE YIELD IS 9.5% PER ANNUM. HOLDERS OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: LNR PROPERTY CORPORATION, 0000 XXXXXXXXXX XXXXX, XXXXX XXXXX, XXXXXXX 00000, ATTN.: CHIEF FINANCIAL OFFICER, SUCH INFORMATION TO BE MADE AVAILABLE, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON REQUEST. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK DELIVERABLE UPON CONVERSION HEREOF OR UPON PURCHASE OF THIS SECURITY BY THE COMPANY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE. LNR PROPERTY CORPORATION 5.5% Contingent Convertible Senior Subordinated Notes Due 2023 No.: CUSIP: Issue Date: March 5, 2003 principal amount: LNR PROPERTY CORPORATION, a Delaware corporation, promises to pay to -------------------------------------------------------------------------------- or registered assigns, the close principal amount of business , on March 1, 2023, subject to the further provisions of this Security set forth on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directorsreverse hereof, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision which further provisions shall be made so that each holder of a Right shall thereafter for all purposes have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (same effect as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events if set forth in at this paragraph, all Rights that are, or (under certain circumstances place. This Security is convertible as specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment other side of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercisethis Security.

Signature Guaranteed. (To Signatures must be completed if applicable) guaranteed by an “eligible guarantor institution” as defined in Rule l7Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that the (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) ); and (2) after due inquiry and to the best of the knowledge of the undersigned, it [ ] did [ ] the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, is or was or subsequently became an Acquiring Person of Person, an Interested Stockholder, or an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Forms Form of Assignment and or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) andand such Assignment or Election to Purchase will not be honored. (EXHIBIT C TO RIGHTS PLAN) OPTICAL COMMUNICATION PRODUCTS, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights CertificateINC. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4May 3, 19982007, the special committee (the “Special Committee”) of the Board of Directors of Pxxxxx Dodge Corporation OPTICAL COMMUNICATION PRODUCTS, INC. (the "“Company"”) declared a dividend distribution of one Preferred Share Purchase Right preferred share purchase right (a "“Right"”) for each outstanding share of the Company’s Common ShareStock, par value $6.25 0.001 per share, of the Company share (the "“Common Shares"”). The following dividend is a summary effective as of May 14, 2007 (the terms “Record Date”) with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the RightsRecord Date. Each Right entitles the registered holder to purchase from the Company one twoone-hundredth thousandth of a share of Series A Junior Participating Cumulative Preferred ShareStock, par value $1.00 0.001 per shareshare (the “Preferred Shares”), of the Company (the "Preferred Shares"), at a price of $ 210 $15.00 per one twoone-hundredth thousandth of a Preferred ShareShare (the “Purchase Price”), subject to adjustment adjustment. Each Preferred Share is designed to be the economic equivalent of 1000 shares of the Company’s Class A Common Stock, par value $0.001 per share (the "Purchase Price"“Class A Common Shares”). The description and terms of the Rights are set forth in a Rights Agreement, Agreement dated as of February 5May 3, 1998, as it may be amended from time to time 2007 (the "Rights “Agreement"”), between the Company and The Chase Manhattan Bank, as Rights Agent American Stock Transfer & Trust Company (the "“Rights Agent"”). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.

Signature Guaranteed. Signatures must be guaranteed by an eligible guarantor institution (To be completed if applicable) bank, stock broker or savings and loan association with membership in an approved signature medallion program). The undersigned hereby certifies that the (1) Rights evidenced represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge ). Signature Form of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Reverse Side of Right Certificate from any Person who is— continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To Healthcare Trust, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Inc.: The undersigned hereby irrevocably elects to exercise Rights evidenced represented by this Right Certificate to purchase the Common Shares (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________ (Please print name and address) Exercise of Rights (select applicable provision) ¨ pursuant to Section 7.1 of the Rights Agreement ¨ pursuant to Section 11.1.2 of the Rights Agreement ¨ pursuant to Section 13 of the Rights Agreement If such number of Rights shall not be all the Rights represented 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 or other identifying number: _______________________________ (Please print name and address) Dated: ____________, ___________ Signature (Signature must conform to the holder specified on the Right Certificate) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Signature

Signature Guaranteed. ASSIGNMENT (To be completed if applicableTO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE) The For Value Received, the undersigned registered holder hereby certifies that sells, assigns and transfers unto ----------------------------------- Name of Assignee ----------------------------------- Address of Assignee this Warrant Certificate, together with all right, title and interest therein, and does irrevocably constitute and appoint -------------------------------------------------------------------------------- attorney, to transfer the (1) Rights evidenced by this Right within Warrant Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in on the Rights Agreement) and (2) after due inquiry and to the best knowledge books of the undersignedWarrant Agent, it [ ] did [ ] did not acquire with full power of substitution. -------------------------------------------------------------------------------- Date -------------------------------------------------------------------------------- Signature Note: The above signature must correspond with the Rights evidenced by name as written upon the face of this Right Warrant Certificate from in every particular, without alteration or enlargement or any Person who is, was change whatsoever. -------------------------------------------------------------------------------- Social Security or subsequently became an Acquiring Person Other Taxpayer Identification Number of an Affiliate or Associate thereof. -------------------------- Assignee Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate Guaranteed: ------------------------- CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF WARRANTS Re: Warrants to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation purchase Common Stock (the "CompanySecurities") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share), of Source Media, Inc. This Certificate relates to _________ Securities held in the Company form of* ___________ a beneficial interest in ___________ Physical Warrants by ___________ (the "Common SharesTransferor"). The following is a summary of Transferor:* / / has requested that the terms of Warrant Agent by written order to exchange or register the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth transfer of a Series A Junior Participating Cumulative Preferred SharePhysical Warrant or Physical Warrants. In connection with such request and in respect of each such Security, par value $1.00 per sharethe Transferor does hereby certify that the Transferor is familiar with the Warrant Agreement relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 6 of such Warrant Agreement, and that the transfer of these Securities does not require registration under the Company Securities Act of 1933, as amended (the "Preferred SharesAct") because*: / / Such Security is being acquired for the Transferor's own account, without transfer. / / Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraphs (a)(1), at a price (2), (3) or (7) of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (Rule 501 under the "Purchase Price")Act. The description / / Such Security is being transferred in reliance on Regulation S under the Act. / / Such Security is being transferred in reliance on Rule 144 under the Act. / / Such Security is being transferred in reliance on and terms in compliance with an exemption from the registration requirements of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time Act other than Rule 144A or Rule 144 or Regulation S under the Act to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Personan institutional "accredited investor. ------------------------------- (INSERT NAME OF TRANSFEROR) will thereafter have the right By: ---------------------------- (Authorized Signatory) Date: ---------------------- *Check applicable box. Form of Certificate to receive upon exercise that number Be Delivered in Connection with Transfers to Institutional Accredited Investors [Date] [Name of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Warrant Agent] [Address]

Signature Guaranteed. Signature of Guarantor ASSIGNMENT (To be completed executed by the registered Holder if applicablesuch Holder desires to transfer Equity Warrants.) The FOR VALUE RECEIVED the undersigned hereby certifies that the sells, assigns and transfers unto ------------------------------------------------------------------ (1Print name and address of transferee) Rights ______ Equity Warrants, evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) Equity Warrant Certificate, together with all right, title and (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstandinginterest therein, and no separate certificates representing does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business within Equity Warrant Certificate on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities books of the Company, debt securities with full power of substitution. If said number of Equity Warrants to be transferred shall not be all of the CompanyEquity Warrants evidenced by this Equity Warrant Certificate, other property or a combination thereof) having a market value (as defined the assignor and assignee agree that such Attorney shall submit this Equity Warrant Certificate to the Company and request that New Equity Warrant Certificates for the applicable number of Equity Warrants be registered in the Rights Agreementnames of the undersigned as below indicated and delivered to the addresses below: Dated: ______________________ Signature: _________________________ (Insert Social Security or (Signature must conform to name Identifying Number of of holder as specified on the face Assignee) of two times the Purchase Price Equity Warrant Certificate) Address of the Right. Notwithstanding any Assignor (if necessary): ------------------------------------- Address of the foregoing, following the occurrence Assignee (if necessary): ------------------------------------- Signature Guaranteed: ______________________________ Signature of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Guarantor

Signature Guaranteed. Note: Any transfer or assignment of this Warrant Certificate is subject to compliance with the restrictions on transfer imposed under the Warrant Agreement. Fieldpoint Petroleum Corporation Warrant Agreement EXERCISE (To Form of Exercise to be completed Executed if applicablethe Warrant Holder Desires to Exercise Warrants Evidenced Hereby) TO THE COMPANY: The undersigned hereby certifies irrevocably elects to exercise ____________ Warrants represented by this Warrant Certificate and to purchase thereunder the full number of shares of Common Stock issuable upon exercise of said Warrants and enclose $__________ as the purchase price therefor, and requests that certificates for such shares shall be issued in the name of, and cash for any fractional shares shall be paid to, Please insert Social Security Number or other identifying number: ________________________________________ _____________________________________________________________________________ (1Please print name and address, including zip code) Rights and, if said number of Warrants shall not be all the Warrants evidenced by this Right Warrant Certificate, that a new Warrant Certificate are not beneficially owned for the unexercised number of Warrants may be assigned under the form of Assignment appearing hereon. Dated:__________________ Signature: ____________________________ (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate) SIGNATURE GUARANTEED: ______________________________ IMPORTANT: Signature guarantee must be made by an Acquiring Person a participant of STAMP or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and another signature guarantee program acceptable to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment Securities and Election is not completedExchange Commission, the Company will deem Securities Transfer Association and the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, Transfer Agent of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Fieldpoint Petroleum Corporation

Signature Guaranteed. Participant in a Recognized Signature Guarantee Medallion Program By: --------------------------------- Authorized Signatory EXHIBIT B FORM OF NOTATION OF GUARANTEE For value received, each Guarantor (To be completed if applicablewhich term includes any successor Person under the Indenture) The undersigned hereby certifies that has, jointly and severally, unconditionally guaranteed, to the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined extent set forth and subject to the provisions in the Rights Agreement) and Indenture (2) after due inquiry and to the best knowledge "Indenture"), dated as of the undersignedMay 22, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is2006, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completedamong The Greenbrier Companies, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation Inc. (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share), par value $6.25 per sharethe guarantors party thereto, of the Company U.S. Bank National Association, as trustee (the "Common SharesTrustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest (including Contingent Interest and Additional Interest, if any) on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest (including Contingent Interest and Additional Interest, if any) on the Notes, if any, if lawful, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due, whether at stated maturity, by acceleration or otherwise. The following is a summary obligations of the Guarantors to the Holders and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture and reference is hereby made to the Indenture for the precise terms of the RightsSubsidiary Guarantee, which terms are incorporated here by reference. Each Right entitles the registered holder to purchase from the Company one two-hundredth Holder of a Series A Junior Participating Cumulative Preferred ShareNote, par value $1.00 per shareby accepting the same, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject a) agrees to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may shall be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company bound by such provisions and (iib) ten business days (or, if determined by appoints the Board Trustee attorney-in-fact of Directors, a specified or unspecified later date) following such Holder for such purpose. Capitalized terms used but not defined herein have the commencement or announcement of an intention meanings given to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described them in the next succeeding paragraph) or 50% or more of its assetsIndenture. [Signature Page Follows] GREENBRIER-CONCARRIL, cash flow or earning power is soldLLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER LEASING COMPANY LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER LEASING LIMITED PARTNER, proper provision shall be made so that each holder of a Right shall thereafter have the right to receiveLLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER MANAGEMENT SERVICES, upon the exercise thereof at the then current exercise price of the RightLLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER LEASING, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.L.P. By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------

Signature Guaranteed. Signatures must be guaranteed by an eligible guarantor institution (To be completed if applicable) bank, stock broker or savings and loan association with membership in an approved signature medallion program). The undersigned hereby certifies that the (1) Rights evidenced represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Class A Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge ). Signature Form of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Reverse Side of Right Certificate from any Person who is— continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To American Finance Trust, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Inc.: The undersigned hereby irrevocably elects to exercise Rights evidenced represented by this Right Certificate to purchase the Preferred Shares (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares (or other securities or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________ (Please print name and address) Exercise of Rights (select applicable provision) □ pursuant to Section 7.1 of the Rights Agreement □ pursuant to Section 11.1.2 of the Rights Agreement □ pursuant to Section 13 of the Rights Agreement If such number of Rights shall not be all the Rights represented 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 or other identifying number: _______________________________ (Please print name and address) Dated: ____________, ___________ Signature (Signature must conform to the holder specified on the Right Certificate) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). Form of Reverse Side of Right Certificate — continued The undersigned hereby certifies that the Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional shares of Class A Common Stock related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN 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. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Company (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, par value $1.00 per share, of the Company (the "Preferred Shares"), at a price of $ 210 per one two-hundredth of a Preferred Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of February 5, 1998, as it may be amended from time to time (the "Rights Agreement"), between the Company and The Chase Manhattan Bank, as Rights Agent (the "Rights Agent"). Initially, the Rights will be attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten days following the time (the "Stock Acquisition Time") of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (ii) ten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after February 24, 1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of common shares of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Shares were changed or exchanged, proper provision shall be made so that each holder of a Right will thereafter have the right to receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise.Signature