Common use of Signature Clause in Contracts

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 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 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 PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Stock 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, 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 corres- pond 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 of the 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 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 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 assignment, the Company will deem the Beneficial Owner B-4 53 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo ARBOR SOFTWARE CORPORATION: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address(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) ________________________________________________________________________________ ________________________________________ 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 corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) ------------------------------------ The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. BANKERS TRUST NEW YORK CORPORATION The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock interests in Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares interests in Preferred Shares be issued in the name of: Please insert social security or other identifying number _________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 _________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: __________________, 19__ __ Signature Guaranteed: ____________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guarantee: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Right Certificate - continued ------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).. _____________________________ Signature ------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election 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 Form of Assignment 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 such Assignment or Election to Purchase will not be honored. Exhibit C

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 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 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 PURCHASE EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP FIRST MIDWEST BANCORP, INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Participating Preferred Stock 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, 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 corres- pond 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 of the 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 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 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 assignment, the Company will deem the Beneficial Owner of the 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 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 PURCHASE EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP ISOLYSER COMPANY, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Participating Preferred Stock 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: ______________________No:__________________ 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 NumberNo:__________________ Dated: _________________, ____ Signature Guaranteed: ________________________________________ Dated: ______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 corespondent in the United States. ------------------------------------------------------------ States -------------------------------------------------------------------------------- (To be completed if true) 45 The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the enclosed 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 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT OF ISOLYSER COMPANY, INC. Pursuant to Sections 14-2-1001 and 14-2-1002 of the Georgia Business Corporation Code, Isolyser Company, Inc., a Georgia corporation (the "Corporation"), hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

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 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 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 PURCHASE EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP INC. INTERMET CORPORATION The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Participating Preferred Stock 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, 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 corres- pond 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 of the 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 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 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 assignment, the Company will deem the Beneficial Owner [Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate-- continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: MALLINCKRODT GROUP INC. To STATE FINANCIAL SERVICES CORPORATION The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares 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: ____________________________________, ____ 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 Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) [Form of Reverse Side of Right Certificate -- continued] -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 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 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 PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP INC. AMSOUTH BANCORPORATION The undersigned hereby irrevocably elects to exercise ___________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________ Address: _____(Name) ___________________________________ _____(Address) ___________________________________ Social Security or Other Taxpayer Identification Number: _____(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: _____(Name) ___________________________________ _____(Address) ___________________________________ Social Security or Other Taxpayer Identification Number: _____(Address) ___________________________________ (Social Security or Other Taxpayer Identification Number) Dated: ______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 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 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 assignment, the Company will deem the Beneficial Owner of the 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TO: MALLINCKRODT GROUP INC. GIGA-TRONICS INCORPORATED The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ___________________, 19_____ Signature Guaranteed: _______________________________________ Signature (Signature must corres- pond conform in all respects to name of holder as written upon specified on the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed: Signatures must be guaranteed by a member of the firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., 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 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 assignment, the Company will deem the Beneficial Owner B-5 78 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP MONTEREY RESOURCES, INC. The undersigned hereby irrevocably elects to exercise _________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: __________Please insert social security ______________________________ Address: __________or other identifying number ______________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: __________Please insert social security ______________________________ Address: __________or other identifying number ______________________________ _________________________ ______________________________ Social Security or Other Taxpayer Identification Number(Please print name and address) Dated: ________, ---------------------- ----------- Signature ________________________________ Dated: ______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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. ------------------------------------------------------------ B-6 79 (To be completed if trueFORM OF REVERSE SIDE OF RIGHT CERTIFICATE -- CONTINUED) -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the 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 Reverse Side 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 Right Certificate] FORM OF ELECTION TO PURCHASE --continued (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP EXPRESSJET HOLDINGS, INC. .: The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________ Address(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) _____________________________________________________________ ________________________________________ 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 corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) --------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP XXXXXX INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ___________________, 19_______ Signature Guaranteed: __________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed in connection with a purported assignmentcompleted, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by the enclosed this 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 such Assignment will deem the Rights evidenced by such Rights Certificate to not be void and not transferable or exercisablehonored. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TOTo: MALLINCKRODT GROUP STARMEDIA NETWORK, INC. The undersigned hereby irrevocably elects to exercise __exercise_______________ whole Rights represented by the attached this Rights Certificate to purchase the shares units of Common Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number ____________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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: ______________, __ ________________________________________ 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 Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the firm of participant in a registered national securities exchange, a member of the National Securities Transfer 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 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)Inc. recognized signature guarantee medallion program.

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 Name of the 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 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 PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name ofSubscriber -Please Print: _____________________________ Name of Subscriber -Please Sign: _____________________________ Subscriber's Address: ________________________________________ _____________________________ Subscriber’s E-Mail Address: __________________________ Social Security or Other Taxpayer Identification Subscriber’s Telephone Number: ________________________ A check in the amount of $12.22 is enclosed. Check made payable to: Chatching, Inc. ChatChing, Inc. ___________________________ If such number Xxxxxx X. Xxxxxxx, President See attached. Note Issue Date ("Issuance Date")……………….………………………. August 21, 2013 Maturity Date…………..…………………………….. December 31, 2015 Name of Rights shall not be all the Rights evidenced by this Rights CertificateNote Holder………………………………….. Xxxxxxx Xxxx Xxxxxx 415 Greenwich Street Apt 1A New York New York 10013 Principal Balance…………………………………. $35,000 Interest Rate…………………………………. 0.25% Per Annum For value received, 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 corres- pond 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 of the firm of a registered national securities exchange, a member of the National Association of Securities DealersChatChing, Inc., a Florida corporation (the "Maker"), hereby promises to pay to the order of the "Holder" identified above, (together with his successors, representatives, and permitted assigns, the "Holder"), in accordance with the terms hereinafter provided, the principal amount set forth above, together with interest that has accrued thereon, as set forth in this Note. All payments under or a commercial bank or trust company having pursuant to this Note shall be made in United States Dollars by wire transfer of immediately available funds to an office or correspondent account designated 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 writing by the enclosed Rights Certificate are not, and, Holder or by such other manner as the Holder may designate from time to time in writing to the knowledge Maker. The outstanding principal balance of this Note shall be due and payable on the undersigned"Maturity Date" set forth above or at such earlier time as provided herein, have never beenunless prepaid prior to the Maturity Date, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined described in the Rights Agreement)Section 1.3 below.

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 Exhibit B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP GEMSTAR-TV GUIDE INTERNATIONAL, INC. The undersigned hereby irrevocably elects to exercise __________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ Address: (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:__________________________ ________________________________________ 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 Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) Exhibit B-5 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. PACIFIC SCIENTIFIC COMPANY The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________________________________________________________________ Address(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) ________________________________________ 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: _____, 1997 __________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 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 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 PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise has executed this Shareholder Agreement and Questionnaire this ____ day of _____________, 199____ whole Rights represented by . ----------------------------- Print Name ----------------------------- Signature ----------------------------- Print state of residence If the attached Rights Certificate to purchase Investor is a PARTNERSHIP, CORPORATION, TRUST or OTHER ENTITY, complete the shares following: ----------------------------- ----------------------------- Print name of Common Stock issuable upon the exercise partnership, Capacity of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________ Address: ______________authorized corporation, trust or entity representative By:__________________________ _____________________________ Signature of authorized Print jurisdiction of representative organization or incorporation ----------------------------- Print name of authorized representative IMPORTANT: Signatures must be NOTARIZED on one of the following pages. [Individual Acknowledgment] STATE OF ) ) ss.: COUNTY OF ) On the ____ day of _____________, 19__, before me personally came ____________________, to me personally known and known to me to be the individual described in and who executed the foregoing instrument, and (s)he duly acknowledged to me that (s)he executed the same. Given under my hand and seal this ____ Social Security or Other Taxpayer Identification Numberday of __________, 19__. ----------------------------- Notary Public [Corporate Acknowledgement] STATE OF ) ) ss.: COUNTY OF ) On the ____ day of _______________________, 19__, before me personally came ________________________________________ If such number of Rights shall not be all the Rights evidenced , to me personally known, who being by this Rights Certificateme sworn, a new Rights Certificate for the balance of such Rights shall be registered did depose and say that (s)he resides in the name of and delivered to: ________________________________________ Address: ; that (s)he is of ________________, the corporation described in and which executed the above instrument; and that (s)he signed such instrument by order of the board of directors of said corporation. Given under my hand and seal this ____ day of __________, 19__. ----------------------------- Notary Public [Partnership Acknowledgement] STATE OF ) ) ss.: COUNTY OF ) On the ____ day of ___________________, 19__, before me personally came _____________________, one of the partners of __________________, to me personally known and known to me to be the individual described in and who executed the foregoing instrument, and (s)he duly acknowledged to me that (s)he executed the same in the aforesaid capacity. Given under my hand and seal this ____ day of __________, 19__. ----------------------------- Notary Public [Trust Acknowledgement] STATE OF ) ) ss.: COUNTY OF ) On the ____ day of _______________, 19__, before me personally came _____________________, trustee under ________________________ ____________________________________, to me personally known and known to me to be the individual described in and who executed the foregoing instrument, and (s)he duly acknowledged to me that (s)he executed the same in the aforesaid capacity. Given under my hand and seal this ____ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ____day of __________, 19___ Signature Guaranteed: _________________________ Signature . ----------------------------- Notary Public Exhibit A SHAREHOLDER REPRESENTATIVE CERTIFICATE The undersigned, does hereby represent that the responses to the questions contained herein are complete and accurate and may be relied upon by Lukens Medical Corporation (Signature must corres- pond "Lukenx") xn connection with the pxxxxxxd issuance of common stock, par value $.01 per share, of Lukens (the "Lukens Common Stock") xx xxx below rexxxxxxed person (the "Shareholder") pursuant to name as written upon a certain Agreement of Merger and Reorganization, among Lukens, PRO-TEC Containers, (the face "Cxxxxxx") and certain other parties (the "Agreement"), and the merger transaction contemplated thereby. The undersigned further agrees to notify Lukens immediately of this Rights Certificate any material xxxxge in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member of the firm information provided below occurring prior to any issuance or transfer 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 be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Lukens Common Stock, that the Rights evidenced by the enclosed Rights Certificate are not, and, Stock to the knowledge of below namex Xxxreholder on whose behalf the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (undersigned is acting as defined in the Rights Agreement)Shareholder Representative.

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 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] B-3 FORM OF REVERSE SIDE OF RIGHT CERTIFICATE - CONTINUED FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. Aronex Pharmaceuticals, Inc. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares 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:________________________________________ 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 corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if trueForm of Reverse Side of Right Certificate -- continued) ------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP IMPERIAL CREDIT INDUSTRIES, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: :_________ ______, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 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 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 PURCHASE EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP FIRST FEDERAL FINANCIAL BANCORP, INC. The undersigned hereby irrevocably elects to exercise _________________ the whole Rights represented by the attached Rights Certificate to purchase the shares of Series A Junior Participating Preferred Stock or Common Stock Stock, as the case may be, 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 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 other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 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 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 assignment, the Company will deem the Beneficial Owner B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. ANADARKO PETROLEUM CORPORATION 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 _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 76 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. DELL COMPUTER CORPORATION The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address of transferee) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ________________________________________________________________________________ Address: (Please print name and address of transferee) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Guaranteed: _______________________, 19__ ---------------------------------------- Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) B-5 77 Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 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 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 PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP INC. [ ] The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common or Participating Preferred Stock 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, 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 corres- pond 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 of the firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or of 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 the enclosed 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 =============================================================== Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo Lilly Industries, Inc.: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued in the name of: ________________________________________ AddressPlease insert social security or other identifying number: ________________________________________ __________________________________________________________ Social Security or Other Taxpayer Identification Number: (Please print name and address) __________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ________________________________________ AddressPlease insert social security or other identifying number: ________________________________________ __________________________________________________________ Social Security or Other Taxpayer Identification Number: (Please print name and address) __________________________________________________________ Dated: _____________, _, 19_______ _______________________ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Inc. Medallion Signature Program. Form of Reverse Side of Right Certificate -- continued ================================================================ CERTIFICATE The undersigned hereby certifies that the 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). ______________________________ Signature (Signature ================================================================= NOTICE The signature in the foregoing Forms of Assignment and Election must corres- pond conform to the name as written upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a member of . In the firm of a registered national securities exchange, a member of event the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent certification set forth above in the United States. ------------------------------------------------------------ (To be completed if true) The undersigned hereby representsForm of Assignment or the Form of Election to Purchase, for as the benefit case may be, is not completed, the Corporation and the Rights Agent will deem the beneficial owner of all holders of Rights and shares of Common Stock, that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT B SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On January 12, 1996, the Board of Directors of Lilly Industries, Inc.(the "Company") declared a dividend of one common share purchase right (a "Right" or "Rights") for each outstanding share of all Class A and Class B common stock, without par value (the "Common Shares"), of the Company. The dividend is payable on January 26, 1996 to the shareholders of record as of January 26, 1996 (the "Record Date"). If and when the Rights become exercisable, each Right will entitle the registered holder to purchase from the Company one Common Share at a purchase price of $55.00 (the "Purchase Price"), although the price may be adjusted as described below. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and KeyCorp Shareholder Services, Inc., as Rights Agent (the "Rights Agent").

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 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 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 PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP DAKTRONICS, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ___________________ ________________________________________ Address: _________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: _________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ___________________ ________________________________________ Address: _________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: _________________________________________ (Please print name and address) (Please print name and address) Dated: ______________, 19_________ Signature Guaranteed: ___________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ___________________________________ 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 Form of Assignment 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 such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On November 19, 1998, the Board of Directors of Daktronics, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, no par value (the "Common Shares"), of the Company. The dividend is payable on December 9, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Shares") of the Company at a price of $80.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Norwest Bank Minnesota, National Association, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (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 persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, 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 certificates evidencing the Rights ("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. The Rights are not exercisable until the Distribution Date. The Rights will expire on November 19, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. 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 the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction' in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated 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 will 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 shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares 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 Common Shares, 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 Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). 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 one-hundredth of a Preferred Share, which may, 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 on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. 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, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

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 B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. NORWEST CORPORATION The undersigned hereby irrevocably elects to exercise _______exercise__________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: ________________________________________ AddressPlease 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: __________ ________________________________________ 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 Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 A-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. UNIVERSAL CORPORATION The undersigned hereby irrevocably elects to exercise ______ ___________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ________________________________________________________________________________ Address: (Please print name and address) ________________________________________________________________________________ Dated:_________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo FIRST BANK SYSTEM, INC.: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number _______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security, taxpayer identification number or other identifying number ______________________________________________________________________________ Address(Please print name and address) Dated: ______________________________________, 19 __ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------ The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. COLGATE-PALMOLIVE COMPANY The undersigned hereby irrevocably elects to exercise ___________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19____ Signature Guaranteed: ____________________________ Signature (B-5 Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Signature -------------------------------------------------------------------------------- [Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate-- continued] FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by registered holder if such holder desires to exercise the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP WARWICK COMMUNITY BANCORP, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock interests in Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares interests in Preferred Shares be issued in the name of: ________________________________________ Address: ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ (Please insert social security or other taxpayer identification number) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ________________________________________ Address: ________________________________________ __________________________ __________________________ Social Security (Please print name and address) __________________________ (Please insert social security or Other Taxpayer Identification Numberother taxpayer identification number) Dated: ____________________, 20__ _________________________________ Dated: Signature ______________, 19___ Signature Guaranteed: _________________________ Signature ([Form of Reverse Side of Right Certificate -- continued] Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guarantee: Signatures must be guaranteed by an eligible financial institution or broker who is a member of member/participant in a Medallion Program approved by the firm of a registered national securities exchangeSecurities Transfer Association, 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 be completed if true) Inc. -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 76 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. Administaff, Inc. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: ________________________________________ Address: ________________________________________ ________________________________________ Social Security Please insert social security or Other Taxpayer Identification Number: ________________________________________ other identifying number ----------------------- ----------------------- ----------------------- ----------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ________________________________________ Address: ________________________________________ ________________________________________ Social Security Please insert social security or Other Taxpayer Identification Number: ________________________________________ other identifying number ----------------------- ----------------------- ----------------------- ----------------------- (Please print name and address) Dated: ______________, 19___ -------------------------,----------. Signature -------------------------- Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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. ------------------------------------------------------------ B-5 77 (To be completed if trueForm of Reverse Side of Right Certificate -- continued) -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP XXXXXX-XXXXX PROPERTIES, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares 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 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: ________________________________________ 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 Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced represented by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo STRATOS LIGHTWAVE, INC.: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: _____________ ____, 19______ Signature Guaranteed: __________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. MAYTAG CORPORATION The undersigned hereby irrevocably elects to exercise _________________ whole ____________Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number __________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 __________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: _:_____________, 19__199_ Signature Guaranteed: _________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ____________________ 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 Form of Assignment 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 such Assignment or Election to Purchase will not be honored. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 12, 1998, the Board of Directors of Maytag Corporation (the "Company") declared a dividend of one pre- ferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.25 per share (the "Common Shares"), of the Company. The dividend is payable on May 2, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Shares"), of the Company at a price of $165.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Xxxxxx Trust and Savings Bank, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (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 persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also con- stitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("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. The Rights are not exercisable until the Distribution Date. The Rights will expire on May 2, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Pre- ferred 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 the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evi- dences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one- hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated 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 will 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 shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares 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 Common Shares, 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 Common Share, or one one- hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Pur- chase 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 one-hundredth of a Preferred Share, which may, 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 on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 20% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. 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, including an amendment to lower the threshold for exercisability of the Rights from 20% to not less than the greater of (i) any percentage greater than the largest percentage of outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights.

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 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 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 PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TO: MALLINCKRODT To NINE WEST GROUP INC. .: The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) 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 (Please print name of and delivered to: address) ________________________________________ Address: ________________________________________ _____________________________________________________________ Social Security 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 Taxpayer Identification Number: other identifying number _____________________________________________________________ _____________________________________________________________ (Please print name and address) _____________________________________________________________ _____________________________________________________________ Dated: :______________, 19__________ Signature Guaranteed: ____________________________________ Signature (Signature must corres- pond conform to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoeverholder specified on Right Certificate) Signatures Signature Guaranteed: Signature must be guaranteed by a member of the firm of bank, trust company, broker, dealer or other eligible institution participating in 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 Statesrecognized signature guarantee medallion program. ------------------------------------------------------------ _____________________________________________________________ _____________________________________________________________ (To be completed if truecompleted) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are notnot beneficially owned by, andand were not acquired by the undersigned from, 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 ------ 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 Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK OF NINE WEST GROUP INC. On February 17, 1998, the Board of Directors of Nine West Group Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend is payable on March 4, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Preferred Stock") at a price of $120 per one one-thousandth of a share of Preferred 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 17, 1998, as the same may be amended from time to time (the "Rights Agreement"), between the Company and The Bank of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (with certain exceptions, an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock or (ii) 10 business days (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 persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights. For purposes of this calculation, there shall be disregarded shares of Common Stock which either Mr. Jerome Fisher or Mr. Vincent Camuto, or their respective xxxxxxx, (x) had the xxxxx xx xxxxxxx xn February 17, 1998, or (ii) acquire or obtain the right to acquire subsequent to February 17, 1998, in either case under employee benefit plans of the Company. The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 16, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is 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 Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then- current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock 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, when, as and if declared, to a minimum preferential quarterly dividend payment of $10 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have 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 earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring 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 owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per 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 Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, 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 current market price of the Preferred Stock or the Common Stock. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price") payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights.

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 B-3 57 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP AXCELIS TECHNOLOGIES, INC. The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 _______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19________ Signature Guaranteed: ______________________________ Signature (Signature must corres- pond 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 of the 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 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 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 assignment, the Company will deem the Beneficial Owner 42 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo ENDOVASCULAR TECHNOLOGIES, INC.: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares 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: ________________________________________ 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 Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) 43 Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 in the Form of Election to Exercise is not completed in connection with a purported assignmentcompleted, the Company Trust will deem the Beneficial Owner of the Rights evidenced by the enclosed this 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 Rights evidenced by such Rights Certificate to shall be void null and not transferable or exercisablevoid. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE ASSIGNMENT (To be executed by the registered holder if such holder desires to exercise transfer the Rights Certificate.) TO: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise FOR VALUE RECEIVED _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ________________________________________ Address: hereby sells, assigns and transfers unto ______________________________________________ ________________________________________________________ Social Security or Other Taxpayer Identification Number: (Please print name and address of transferee) the Rights represented by this Rights Certificate, together with all right, title and interest therein and does hereby irrevocably constitute and appoint _____________________________ as attorney to transfer the within Rights on the books of the Trust, with full power of substitution. Dated __________________________ Signature Guaranteed _________________________________________________ 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 corres- pond correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures Signature must be guaranteed by a Canadian chartered bank, or Medallion guaranteed by a Canadian trust company or a member of the firm of a registered national securities exchange, recognized stock exchange or a member of the National Transfer Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United StatesMedallion (Stamp) Program. ------------------------------------------------------------ ([To be completed if true) ] The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common StockTrust Units, that the Rights evidenced by the enclosed this Rights Certificate are not, not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or any Person acting jointly or in consent with any of the foregoing (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 Exhibit B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GEMSTAR INTERNATIONAL GROUP INC. LIMITED The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19_______ Signature Guaranteed: _________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Exhibit B-5 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 72 Form of the 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 Reverse Side 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 Right Certificate] --continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP EXPRESSJET HOLDINGS, INC. .: The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________ Address(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) ______________________________________________________________ ________________________________________ 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 corres- pond 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 of the 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 be completed if true) --------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GEMSTAR INTERNATIONAL GROUP INC. LIMITED The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Guaranteed: _____, 1998 __________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 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 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 PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. TRI-VALLEY CORPORATION The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued in the name of: Please insert social security or other identifying number:_______________________________. (Please print name and address) ________________________________________ Address: ________________________________________ _____________________________________________________________________________ Social Security or Other Taxpayer Identification Number: _____________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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) ________________________________________ Address: ________________________________________ _____________________________________________________________________________ Social Security or Other Taxpayer Identification Number: _____________________________________________________________________________ Dated: ______________, 19_______,______ Signature Guaranteed: _________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 StatesStates or by another eligible guarantor institution, as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. ------------------------------------------------------------ (To be completed if true) ------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 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 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 PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP HCIA INC. The undersigned hereby irrevocably elects to exercise __________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Preferred Stock 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, 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: __________________, ______________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 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 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 assignment, the Company will deem the Beneficial Owner B-4 69 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP McDOXXXX & XOMPANY INVESTMENTS, INC. The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: _______________, 191995 ___ Signature Guaranteed: ____________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) B-5 70 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------ The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).. ______________________________________ 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 Form of Assignment 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 such Assignment or Election to Purchase will not be honored. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On November 1, 1995, the Board of Directors of McDoxxxx & Xompany Investments, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the Common Shares"), of the Company. The dividend is payable on November 15, 1995 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value (the "Preferred Shares"), of the Company at a price of $60 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and National City Bank, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (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 persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution

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 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) TOTo: MALLINCKRODT GROUP INC. FLOW INTERNATIONAL CORPORATION The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number. __________________________________________________________________________ Address: (Please print name and address.) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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. ____________________________________________________________________________ Address: (Please print name and address.) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: _____________________________________, 19___ Signature Guaranteed: _____________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Right Certificate - continued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 A-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights evidenced by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. Conexant Systems, Inc. The undersigned hereby irrevocably elects to exercise ___________________ whole Rights represented evidenced by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: ________________________________________ Address-------------------------------------- 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: ____________ ________________________________________ 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 Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) , in each case, Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------ participating in a Medallion program approved by the Securities Transfer Association, Inc. ------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo CLARIFY INC.: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares 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: _____________ ____________________________ 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 Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 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 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 assignment, the Company will deem the Beneficial Owner B-4 56 Form of the 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 Reverse Side 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 Right Certificate] --continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT THE FINOVA GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: ________________________________________ Address: __________________Please insert social security or other identifying number______________________ _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: (Please print name and address) _______________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ________________________________________ Address: __________________Please insert social security or other identifying number______________________ _______________________________________________________________________________ Social Security or Other Taxpayer Identification Number: (Please print name and address) _______________________________________________________________________________ Dated: :____________________, 19____ Signature Guaranteed: _______________________________________ Signature (------------------------------------------------------------------------------- Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) ------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo HEARTPORT, INC.: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number________________________________________ Address: ________________________________________ ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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________________________________________ Address: ________________________________________ ________________________________________________________________________________ Social Security or Other Taxpayer Identification Number: (Please print name and address) ________________________________________________________________________________ Dated: _____________ ___, 19_____ Signature Guaranteed: ________________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the firm of a registered national securities exchange, financial institution that is a member of the National Association of Securities DealersStock Transfer Association's approved Medallion program (such as STAMP, Inc., SEMP or a commercial bank or trust company MSP) having an office or correspondent in the United States. ------------------------------------------------------------ (To be completed if true) Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 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 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 PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP INC. [ ] The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common or Participating Preferred Stock 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, 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 corres- pond 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 of the firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or of 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 the enclosed 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 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 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 PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TO: MALLINCKRODT To NINE WEST GROUP INC. .: The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) 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 (Please print name of and delivered to: address) ________________________________________ Address: ________________________________________ _____________________________________________________________ Social Security 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 Taxpayer Identification Number: other identifying number _____________________________________________________________ _____________________________________________________________ (Please print name and address) _____________________________________________________________ _____________________________________________________________ Dated: :______________, 19__________ Signature Guaranteed: ____________________________________ Signature (Signature must corres- pond conform to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoeverholder specified on Right Certificate) Signatures Signature Guaranteed: Signature must be guaranteed by a member of the firm of bank, trust company, broker, dealer or other eligible institution participating in 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 Statesrecognized signature guarantee medallion program. ------------------------------------------------------------ _____________________________________________________________ _____________________________________________________________ (To be completed if truecompleted) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are notnot beneficially owned by, andand were not acquired by the undersigned from, 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 ------ 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 Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE SHARES OF PREFERRED STOCK OF NINE WEST GROUP INC. On February 17, 1998, the Board of Directors of Nine West Group Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend is payable on March 4, 1998 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the "Preferred Stock") at a price of $120 per one one-thousandth of a share of Preferred 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 17, 1998, as the same may be amended from time to time (the "Rights Agreement"), between the Company and The Bank of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (with certain exceptions, an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock or (ii) 10 business days (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 persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 20% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights. For purposes of this calculation, there shall be disregarded shares of Common Stock which either Mr. Jerome Fisher or Mr. Vincent Camuto, or their respective exxxxxx, (x) had the rxxxx xx xxxxxxx xx February 17, 1998, or (ii) acquire or obtain the right to acquire subsequent to February 17, 1998, in either case under employee benefit plans of the Company. The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 16, 2008 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is 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 Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then- current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock 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, when, as and if declared, to a minimum preferential quarterly dividend payment of $10 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction have 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 earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring 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 owned by such Acquiring Person which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per 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 Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, 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 current market price of the Preferred Stock or the Common Stock. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price") payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the Rights.

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 A-4 67 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights evidenced by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INCRockwell Collxxx, Xxc. The undersigned hereby irrevocably elects to exercise ___________________ whole Rights represented evidenced by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ___________________________________ ________________________________________________________________________________ Address: (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 ____________________________________ ________________________________________ 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 (Please print name of and delivered to: address) ________________________________________ Address: ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond to name as written upon the face Guaranteed: A-5 68 Form of this Rights Reverse Side of Right Certificate in every particular, without alteration or enlargement or any change whatsoever) -- continued -------------------------------------------------------------------------------- Signatures must be guaranteed by a member of the 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 be completed if true) , in each case, participating in a Medallion program approved by the Securities Transfer Association, Inc. The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Signature. NOTICE In The above information is true and correct in all material respects and the event the certification set forth above is not completed in connection with a purported assignment, undersigned recognizes that the Company will deem and its counsel are relying on the Beneficial Owner truth and accuracy of such information in relying on an exemption from the registration requirements of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (Securities Act of 1933, as defined amended, and in the Rights Agreement) or a transferee of any of the foregoing determining applicable state securities laws 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 PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TO: MALLINCKRODT GROUP INCrelying on exemptions contained therein. The undersigned hereby irrevocably elects agrees to exercise notify the Company promptly of any changes in the foregoing information which may occur prior to the investment. Executed at ________________, on __________________, 1996. ___________________________________ whole Rights represented (Signature) ___________________________________ (Print Name) EXHIBIT O TRANSFEROR'S CERTIFICATE Pursuant to SECTION 5.1(b) of that certain Contribution and Leaseback Agreement (the "Agreement") by and between the attached Rights Certificate undersigned ("Transferor") and GOLF TRUST OF AMERICA, L.P., a Delaware limited partnership ("Buyer") dated as of ____________, 1996, Transferor hereby certifies that all of its representations and warranties set forth in ARTICLE III of the Agreement are true and correct, subject to purchase the shares of Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name offollowing: ________________________________________ Address_________. Dated: _________________, 1996 ____________________________, a __________________________ By:__________________________ Its:______________________ EXHIBIT P WARRANTY DISCLOSURE SCHEDULE P-1 EXHIBIT Q TRANSFEROR'S ADDITIONAL CONDITIONS PRECEDENT CONTRIBUTION AND LEASEBACK AGREEMENT dated as of November 1, 1996 by and between __________________________ as Transferor, and GOLF TRUST OF AMERICA, L.P., a Delaware Limited Partnership _________________________ ________________________________________ 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 corres- pond 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 of the 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 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 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).TABLE OF CONTENTS PAGE

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 A-4 32 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. General Signal Networks, Inc. The undersigned hereby irrevocably elects to exercise ______________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number (Please print name and address) ________________________________________ Address: ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 _____________________________________________ Address: (Please print name and address) _____________________________________________ Dated:________________,__________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) A-5 33 Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Reverse Side of the 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF -- continued ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TOTo: MALLINCKRODT GROUP INC. First Indiana Corporation The undersigned hereby irrevocably elects to exercise ________________________ whole Rights represented by the attached this Rights Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _____________________________________________________________________________ Address: (Please print name and 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 remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19_____ Signature Guaranteed: ____________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) ----------------------------------------------------------------------------- Reverse Side of Rights Certificate -- continued The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP FXXXXXX COMPANIES, INC. The undersigned hereby irrevocably elects to exercise ____________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _______________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 _______________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___, 199_ Signature Guaranteed: ___________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Right Certificate -- continued ----------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo Avici Systems Inc.: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number _________________________________________________________________ Address(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 _________________________________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number(Please print name and address) Dated: ________________________________________ 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 Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 be completed if true) B-5 Form of Reverse Side of Right Certificate continued ---------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4- Form of the Rights evidenced by the enclosed Reverse Side of 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TOTo: MALLINCKRODT GROUP KPMG CONSULTING, INC. .: The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached this Rights Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and 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 remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: _____________ __, 19______ Signature Guaranteed: __________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) -B-5- Form of Reverse Side of Rights Certificate -- continued --------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 assignmentFORM OF REVERSE SIDE OF RIGHT CERTIFICATE, the Company will deem the Beneficial Owner of the 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisableCONT. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights represented by the Right Certificate.) TOTo: MALLINCKRODT GROUP INC. PROCYTE CORPORATION The undersigned hereby irrevocably elects to exercise _____________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: ________________________________________ Address: _________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: _________________________________________ (Please print name and address and insert social security or other identifying number.) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ________________________________________ Address: _________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: _________________________________________ (Please print name and address and insert social security or other identifying number.) Dated: _________, 19___ ______________, 19___ Signature Guaranteed: ___________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the firm Securities Exchange Act of a registered national securities exchange1934, 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 Statesas amended. ------------------------------------------------------------ (To be completed if true) -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are 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 Form of the Rights evidenced by the enclosed Reverse Side of 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) TOTo NABI: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise________________ Rights represented by this Rights Certificate to purchase the Series One Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Series One Preferred Shares be issued in the name of: Please insert social security or other identifying number _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _______________________________________________________________ Address(Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights 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) ________________________________________ 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 corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Rights Certificate -- continued ------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 62 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) TOTo: MALLINCKRODT GROUP INC. KYZEN CORPORATION The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (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: __________________ ________________________________________ Social Security Signature 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 Other Taxpayer Identification Number: a commercial bank or trust company having an office or correspondent in the United States. ________________________________________________________________________________ If such number of Rights shall not be all The undersigned hereby certifies that the Rights evidenced by this Rights Certificate, a new Rights Right Certificate for the balance of such Rights shall be registered are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the name of and delivered to: Agreement). ________________________________________ Address: Signature ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond 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 of the 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 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 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 assignment, the Company will deem the Beneficial Owner [Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate-- continued] FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo REGAL-BELOIT CORPORATION: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Shares issuable upon the exercise of such Rights and requests that certificates for such shares Common Shares be issued in the name of: Please insert social security or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights 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 ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ____________, __, 19___ Signature Guaranteed: ______________________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) [Form of Reverse Side of Right Certificate -- continued] ------------------------------------------------------------------------------ The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 B-4 Form of the Rights evidenced by the enclosed Rights Reverse Side of Right 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Right Certificate.) TOTo FIRST BANK SYSTEM, INC.: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights this Right Certificate to purchase the shares of Common Stock Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Preferred Shares be issued in the name of: Please insert social security number, taxpayer identification number or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security number, taxpayer identification number or other identifying number ______________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________, 19___ Signature Guaranteed: _________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Right Certificate -- continued - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed Rights this Right Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 Form of the Rights evidenced by the enclosed Reverse Side of 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 Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) TOTo PROVANT, Inc.: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached this Rights Certificate to purchase the shares of Common Stock Series A Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such shares Series A Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and 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 remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ Address: (Please print name and address) ________________________________________ ________________________________________ Social Security or Other Taxpayer Identification Number: ________________________________________ Dated: ______________________, 19____ Signature Guaranteed: ___________________________ Signature (Signature must corres- pond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Guaranteed: Signatures must be guaranteed by a member of the 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 be completed if true) Form of Reverse Side of Rights Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, certifies that the Rights evidenced by the enclosed this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned not 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 (Signature must conform in connection with a purported assignment, the Company will deem the Beneficial Owner all respects to name of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (holder as defined specified in the Rights AgreementWarrant Registry.) or a transferee Date: ________________ *Consisting of: _____ shares of any Common Stock ANNEX to Form of the foregoing and accordingly will deem the Rights evidenced by such Rights Warrant Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO PURCHASE NOTICE OF CONVERSION (To be executed if holder desires to exercise the Rights Certificate.upon conversion of Warrant) TO: MALLINCKRODT GROUP INC. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to convert Warrants represented hereby into _______ Warrant Shares* in accordance with the terms hereof. The undersigned requests that a certificate for such Warrant Shares be registered in the name of _______________________ whole Rights represented by the attached Rights Certificate whose address is ___________ ______________________ and that such certificate be delivered to purchase the shares of Common Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: _____________________ whose address is ____________________________________. If said number of Warrant Shares is less than all of the Warrant Shares obtainable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of the Warrant Shares be registered in the name of _____________________________ Address: whose address is ___________________________________ and that such Warrant Certificate be delivered to ____________________________ whose address is ________________________________________ ________________________________________ 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 corres- pond 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 of the 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 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 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).