Common use of WITNESS Clause in Contracts

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________[ ], 2000. Attest[SEAL] ATTEST: Xxxxxx National Corporation GENTIVA HEALTH SERVICES, INC. By: By: ------------------------------ ------------------------------ Name: Name: Title: Title: Countersigned: [ ], as Rights Agent By: ----------------------------- Authorized Signature Date: [FORM OF REVERSE SIDE OF RIGHT CERTIFICATE] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________ By_________________________ Name:hereby sells, assigns and transfers unto ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ______________, ____ -------------------------------------- ----------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: ---------------------------------------------------------- (Signatures must be guaranteed by a member or a participant in the a Securities Transfer Agent Medallion Program, Association Inc. recognized signature guarantee medallion program.) CERTIFICATE ----------- The undersigned hereby certifies by checking the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ________. Attest____ ATTEST: Xxxxxx National Corporation (SEAL) BURLINGTON NORTHERN SANTA FE CORPORATION By: __________________ By: __________________ Name: Name: Title: Title: Countersigned: ________________________ By: ____________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________________________________________________ Name:hereby sells, assigns and transfers unto____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:Date: _____________, _______ _________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed CERTIFICATE ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, ____. Attest[SEAL] ATTEST: Xxxxxx National Corporation ByALLEX XXXECOM INC. _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________________ [Assistant] Secretary [Name] [Title] Countersigned: HARRXX XXXST COMPANY OF NEW YORK By:_________________________________ Authorized signature Signature 47 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED, __________________ hereby sells, assigns and transfers unto unto______________________________________________________________ ____________________________________________________________________________ (Please print name and address of transferee) ____________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: __________, ____ __________________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed CERTIFICATE ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. Attest[SEAL] ATTEST: Xxxxxx National Corporation DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. By: -------------------------------- --------------------------- Countersigned: HARRXX XXXST AND SAVINGS BANK By: ------------------------------ Authorized Signature 49 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, _______________ hereby sells, assigns and transfers unto _______________________ By__________________________________________________________ Name:____________________ Name:(Please print name and address of transferee) ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:_______________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- : , ---------- ----- ------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed 50 CERTIFICATE The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________________. AttestATTEST: Xxxxxx National Corporation DEL GLOBAL TECHNOLOGIES CORP. --------------------------------- By: --------------------------------- Name: Title: Countersigned: Mellon Investor Services LLC, As Rights Agent By: ------------------------------ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto _______________________ By__________________________________________________ Name:____________________ Name:(Please print name and address of transferee) ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:__________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:Dated : __________________________ -------------------------------------- _________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: __________________________ Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. seal Dated as of __________________. Attest: Xxxxxx National Corporation RIBOZYME PHARMACEUTICALS, INC. By:_______________________ By_________________________ NameIts:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. AMERICAN STOCK TRANSFER & TRUST COMPANY By:_______________________________ Authorized signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto _________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- __________________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 2001. ATTEST: iPARTY CORP. ___. Attest: Xxxxxx National Corporation By__________________________ By:_________________________________ Secretary Sxx Xxxxxxxx Chief Executive Officer Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:__________________________ Name:____________________ Name:: Title: 3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ________________. _________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of _________________, _____ ATTEST: XXXX, INC. Attest: Xxxxxx National Corporation By________________________ By: ____________________________________ __________, ______Secretary Name: ____________________________________ Title: ____________________________________ Countersigned: EQUISERVE TRUST COMPANY, N.A. By: ____________________________________ Name:: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:[Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED ____________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto _____________________________________________________________ ______________________________________________________________________________ (Please print name and address of transferee) ______ Rights represented by this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:: _______________, ______ __________________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant an eligible guarantor institution (including banks, stockbrokers, savings and loan associations, clearing agencies and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Transfer Agent Medallion Programand Exchange Commission under the Securities Exchange Act of 1934, as amended. Certificate The undersigned hereby certifies by checking the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 1999. ATTEST: RESORTQUEST INTERNATIONAL, INC. ___. Attest: Xxxxxx National Corporation By____________________________________ By:____________________________ [Secretary or Assistant Name: Secretary] Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:____________________________________ Name:____________________ Name:: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ________________. _____________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ________________. Attest: Xxxxxx National Corporation By_______________________ _______________, ATTEST: JP REALTY, INC. By:____________________________ Name:: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name and of transferee) (Please print address of transferee) this Right Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney ______________________________, with full power of substitution, to transfer the within Right Certificate said Rights on the books of the within-named Company, with full power of substitution. Dated: __________________________________, Signature:________________________________ -------------------------------------- Signature (Signature must conform in all respects to Sign exactly as your name of holder as specified appears on the face other side of this Right Rights Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.Guarantee:______________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, 200__. AttestSELECTICA, INC. By: Xxxxxx National Corporation By____________________________________ [Title] ATTEST: ____________________________________ [Title] Countersigned: U.S. STOCK TRANSFER CORPORATION, as Rights Agent By_________________________ Name:____________________ Name:[Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto _____________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney Attorney, to transfer the within Right Certificate said Rights on the books of the within-named Company, with full power of substitution. Dated:: ____________________________ -------------------------------------- ____________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member bank, trust company, broker, dealer or other eligible institution participating in a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Programrecognized signature guarantee medallion program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 20__. ATTEST: ___. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ TitleBy:_____________________ Secretary Title: Countersigned: Norwest Bank Minnesota, N.A. [Rights Agent] By:____________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED______________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfers unto unto____________________________________________________________________ ________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ________________, 20___ ________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. Attest-------------- ATTEST: Xxxxxx National Corporation NEW CENTURY EQUITY HOLDINGS CORP. By_______________________ By_________________________ : ---------------------------------------- Name:____________________ Name:______________________ Title:___________________ Title:_____________________ : Title Countersigned: Norwest Bank MinnesotaTHE BANK OF NEW YORK TRUST COMPANY, N.A. N.A., Rights Agent By:________________________ : ----------------------- Authorized signature Signature 3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED, __________ hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- Dated : ------------------- -------------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.-----------------------

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. seal Dated as of . ------------------ TRICO BANCSHARES By: ----------------------------------- Its: ------------------------------- Title: ----------------------------- Countersigned: MELLON INVESTOR SERVICES LLC, as Rights Agent By: ----------------------------------- Its: ------------------------------- Title: ----------------------------- [FORM OF REVERSE SIDE OF RIGHT CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:____________________ Name:hereby sells, assigns and transfers unto______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- Dated as of ------------------ ------------------------------------------ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ________________. Attest: Xxxxxx National Corporation By_______________________ _____, ATTEST: MIM CORPORATION By:__________________________ Name:____________________ : Name:______________________ : Title:___________________ : Title:_____________________ : Countersigned: Norwest Bank MinnesotaAMERICAN STOCK TRANSFER & TRUST COMPANY, N.A. as Rights Agent By:____________________________________ Authorized signature Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and of transferee) ________________________________________________________________________________ (Please print address of transferee) this Right Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney ______________________________, with full power of substitution, to transfer the within Right Certificate said Rights on the books of the within-named Company, with full power of substitution. Dated:: __________________________________, Signature: ___________________________________ -------------------------------------- Signature (Signature must conform in all respects to Sign exactly as your name of holder as specified appears on the face other side of this Right Rights Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________November 13, 1998. Attest[SEAL] ATTEST: Xxxxxx National Corporation ENGELHARD CORPORATION By: _______________________ By: _________________________ Name:: Name: Title: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signature Date: ____________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________________ hereby sells, assigns and transfers unto ______________________________________ ------------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ________________, ____ ____________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: _________________________________________________________ (Signatures must be guaranteed by a commercial bank or trust company or by a member or a participant in the Securities Transfer Agent Medallion Program, of the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramExchange.)

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ___________ __, 19__. ATTEST: DC HOLDCO, INC. ______. Attest_______________ By: Xxxxxx National Corporation _____________________ Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By: _____________________ Authorized signature (Form of Reverse Side of Right Certificate) FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if that holder desires to transfer the Rights represented by the Right Certificate) FOR VALUE RECEIVED ______________________ hereby sells, assigns and transfers unto ________________________ By___________________________________________________ Name:____________________ Name:(Please print name and address of transferee) ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed __________ Rights evidenced by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within this Right Certificate on the books of the within-named CompanyDC Holdco, Inc. with full power of substitution. Dated:_____________ __, 19__ ___________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ______. AttestATTEST: Xxxxxx National Corporation LSB BANCSHARES, INC. By: By: --------------------------- --------------------------- Name: Name: -------------------- -------------------- Title: Title: -------------------- -------------------- Countersigned: WACHOVIA BANK, N.A By: -------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________ By______________hereby sells, assigns and transfers unto ____________________________________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:______: ____________ -------------------------------------- __, ______ ----------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Medallion Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, ____. [SEAL] ATTEST: XXXXXX INTERNATIONAL INDUSTRIES, INCORPORATED By: ---------------------------- Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: ---------------------------- Authorized Signature B-3 48 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, ________. Attest: Xxxxxx National Corporation By_____ hereby sells, assigns and transfers unto _______________________ By______________________________ Name:____________________ Name:(Please print name and address of transferee) ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: __________, ____ _______________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.49

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 19_______ ATTEST: ST. Attest: Xxxxxx National Corporation By____________JOSEPH LIGHT & POWER COMPANY ___________ By_:________________________ Secretary Name:____________________ Name:______________________ : Title:___________________ Title:_____________________ : Countersigned: Norwest Bank Minnesota, N.A. HARRIS TRUST AND SAVINGS BANK By:________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED _______________________________________________________ hereby sells, assigns and transfers unto _______________________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ___________________, ____ _______________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, ____. [SEAL] ATTEST: ENPRO INDUSTRIES, INC. By: ------------------------------- Name: Title: Countersigned: THE BANK OF NEW YORK By: ------------------------------- Authorized Signatory B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, ________. Attest: Xxxxxx National Corporation By_______ hereby sells, assigns and transfers unto _______________________ By_________________________________________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ______________, ____ -------------------------------------- ---------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, ____. Attest[SEAL] ATTEST: Xxxxxx National Corporation COLE XXXIONAL CORPORATION ----------------------------- By: --------------------------------- Name: Title: Countersigned: NATIONAL CITY BANK By: -------------------------- Authorized Signature B-4 61 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, _______________________ By_________________________ Name:____________________ Name:hereby sells, assigns and transfers unto ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ______________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- : --------------, --- ----------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________ __, ______. Attest_ [SEAL] ATTEST: Xxxxxx National Corporation TREDEGAR CORPORATION By: _______________________ By_________________________ Name:: Title: Secretary Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney _____________Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: _________________, ____ ________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed 49 Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. Attest: Xxxxxx National Corporation COMTECH TELECOMMUNICATIONS CORP. By_______________________ By: _________________________ Name:By: ____________________ Name:______________________ Secretary Title:___________________ Title:_____________________ : Countersigned: Norwest Bank Minnesota, N.A. [ ] By:: _________________________ Authorized signature Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:______________________________________ -------------------------------------- Signature (Signature must conform in all respects Attorney, to name of holder as specified transfer the Right Certificate on the face books of this Right Certificate) the Company named within, with full power of substitution. Dated: ______________________ Signature __________________________ Signature Guaranteed: Signatures must be guaranteed CERTIFICATE The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________________. AttestATTEST: Xxxxxx National Corporation ByCORTEX PHARMACEUTICALS, INC. _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:_________________________ [Secretary] Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By: ___________________________________ Authorized signature Signature Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED ________________________________________________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney _______________________________________ Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: _____________________ -------------------------------------- _________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must The signatures should be guaranteed by a member or a participant an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with members in an approved signature guarantee medallion program) pursuant to S.E.C. Rule 17Ad-15. CERTIFICATE ----------- The undersigned hereby certifies by checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________ __, _______ [SEAL] ATTEST: TEMPLATE SOFTWARE, INC. Attest: Xxxxxx National Corporation By_______________________ By: _____________________________ Name:Secretary E. Xxxxxxx Xxxxxx Chief Executive Officer Countersigned: FIRST UNION NATIONAL BANK By: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-within- named Company, with full power of substitution. Dated:: ________________, ____ _____________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Medallion Stamp Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, _______. _ Attest: Xxxxxx National Corporation By__SP VENTURES, INC. By _____________________ By_________________________ Name:____________________ : Name:_: Title: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By _____________________ Title:By___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Name: Name: Title: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED ____________________________________________________________ hereby sells, assigns and transfers unto ______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated:__________________, 19__ -------------------------------------- ___________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of February 23, 1998. [SEAL] ATTEST: SUNBURST HOSPITALITY CORPORATION By: ________________. Attest: Xxxxxx National Corporation By_______________________ By: _________________________ Name:____________________ : Name:______________________ : Title:___________________ : Title:_____________________ : Countersigned: Norwest Bank MinnesotaCHASEMELLON SHAREHOLDER SERVICES, N.A. L.L.C., as Rights Agent By:________________________________ Authorized signature Signature Date: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED________________________________________________________ hereby sells, assigns and transfers unto unto_______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, ____ ___________________________________ Signature Signature Guaranteed:__________________________________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a commercial bank or trust company or by a member or a participant in the Securities Transfer Agent Medallion Program, of the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramExchange.)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, _____ MEDSOURCE TECHNOLOGIES, INC. By: ------------------------------ Name: Title: Attest: Xxxxxx National Corporation ----------------------------------- [Assistant] Secretary Countersigned: [RIGHTS AGENT] By: ------------------------------- Authorized Signatory (FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers transfer unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated:: _______________________, _____ -------------------------------------- --------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed CERTIFICATE The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, 1997 ATTEST:GREATER NEW YORK BANCORP INC. _____. Attest_____________By______________________ Secretary Title: Xxxxxx National Corporation ByCountersigned: THE CHASE MANHATTAN BANK _________________________ By_________________________ Name:Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto __________________ ___________________________________________________________ (Please print name and address of transfereetransferee and insert social security or other identifying number) ___________________________________________________________ this Right Rights Certificate, together with all right, right title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________________, 19__ _________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________ ___, ____. AttestCONSOLIDATED GRAPHICS, INC. By: Xxxxxx National Corporation By_______________________ By_________________________ Name:: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Title: _______________________________ ATTEST: ____________________________________ Secretary COUNTERSIGNED: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ___________________________________ Name: _________________________________ Title: ________________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED,______________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint appoint____________ _____________ ____________Attorney to transfer the within Right Certificate Rights on the books of the within-named Company, with full power of substitution. Dated:: __________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) ___, _______. Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust company having an office or correspondent in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramUnited States.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. Attest: Xxxxxx National Corporation By_________, ______________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned. ENERGEN CORPORATION By ------------------------------------- Its ------------------------------------- By ------------------------------------- Its ------------------------------------- ----------------------------- Secretary COUNTERSIGNED: Norwest Bank Minnesota, N.A. By:________________________ ----------------------------- ----------------------------- By --------------------------- Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- : -------------------, -------. ---------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers a duly authorized officer of the Company and its corporate seal. Dated as of _________ ________. Attest: Xxxxxx National Corporation By___________________, ____ ByAttest: TRAVELERS PROPERTY CASUALTY CORP. ___________________________ Name:____________________ NameBy:______________________ Title:___________________ Secretary Title:_____________________ : [SEAL] Countersigned: Norwest Bank MinnesotaEQUISERVE TRUST COMPANY, N.A. By:________________________ Authorized signature Signature FORM OF REVERSE SIDE OF CLASS A RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Class A Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Class A Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney Attorney, to transfer the within Right Class A Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated:: __________________, _____ _______________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must FORM OF ELECTION TO PURCHASE (To be guaranteed executed if holder desires to exercise Rights represented by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramRights Certificate.)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of January 4, 1999 ATTEST: BESTFOODS ----------------------------------- By: ________________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signature (Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right CertificateRights certificate.) FOR VALUE RECEIVED RECEIVED_____________________________________________________________ hereby sells, assigns and transfers unto unto_______________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------------------------- this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint appoints ____________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: _____________________________ -------------------------------------- ______________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: (Signatures must be guaranteed by a commercial bank or trust company or by a member or a participant in the Securities Transfer Agent Medallion Program, of the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramExchange.)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________________, ______. Attest: Xxxxxx National Corporation Attest A. P. GREEN INDUSTRIES, INC. By_________________________________ By_________________________ Name:____________________ Name:: Name: Title: Title: Countersigned: ___________________________________ Title:By___________________ Title:_____________________ CountersignedName: Norwest Bank MinnesotaTitle: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________hereby sells, N.A. Byassigns and transfers unto:_____________________________________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:___________________, ______ -------------------------------------- ___________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures :_______________ The signature of the person(s) signing this Right Certificate must be guaranteed by a member or a participant in the Securities Transfer Agent Agent's Medallion Program, the New York Stock Exchange Exchange's Medallion Signature Program or the Stock Exchange NYSE, Inc. Medallion Program.

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________ __, _______ [SEAL] ATTEST: UNITED DOMINION REALTY TRUST, INC. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:By: ____________________ Name:______________________ Secretary Title:: ___________________ Title:_____________________ Countersigned: Norwest Bank MinnesotaCHASEMELLON SHAREHOLDER SERVICES, N.A. By:L.L.C. By __________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto ---------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________________, ____ -------------------------------------- --------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __,_______ ATTEST: UNITRIN, INC. AttestBy --------------------------------- ---------------------------- Secretary Title: Xxxxxx National Corporation ByCountersigned: WACHOVIA BANK, NATIONAL ASSOCIATION By ------------------------------ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________ By_________________________ Name:hereby sells, assigns and transfers unto ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) ________________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated:: __________________,__ __________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, 1998. Attest: Xxxxxx National Corporation ByINTELLIQUEST INFORMATION GROUP, INC. By By ---------------------------------- ------------------------------------ Title: Title: Countersigned: AMERICAN SECURITIES TRANSFER & TRUST, INC., as Rights Agent By ---------------------------------- Authorized Signature B-4 [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________ By_____________________________________ Name:hereby sells, assigns and transfers unto ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ______________________________________________________________________________ ______________________________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:______: ____________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: -------------------- Signatures must be guaranteed by a member or a participant an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Transfer Agent Medallion ProgramExchange Act of 1934, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.as amended. ------------------------------------------------------------------------------- The undersigned hereby certifies that:

WITNESS. the facsimile signature of the proper officers of the Company Trust and its corporate seal. Dated as of _______________ __. Attest, 20__ ARCHSTONE-XXXXX TRUST By: Xxxxxx National Corporation By_______________________ By_________________________ Name:: Title: Attest: (SEAL) By: ____________________ Name:______________________ Name: Title:: Countersigned: MELLON INVESTOR SERVICES LLC By: ___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named CompanyTrust, with full power of substitution. Dated:Date: ______________________, 20__ _____________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ____________, ____. DIME COMMUNITY BANCORP, INC. By: ---------------------------- Name: Office: Attest: Xxxxxx National Corporation By: ---------------------------- Name: Title: Countersigned: ChaseMellon Shareholder Services, L.L.C., as Rights Agent By: ---------------------------- Authorized Signatory Dated: ----------------------------, ---------- -4- Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________ By_________________________ Name:____________________ Name:hereby sells, assigns and transfers unto ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named CompanyDime Community Bancorp, Inc. with full power of substitution. Dated:__________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, ____. , Attest: Xxxxxx National Corporation EVERGREEN BANCORP, INC. By__: By: ------------------------------- -------------------------------- Secretary Name: --------------------------- Title: -------------------------- Countersigned: EVERGREEN BANK, N.A. By: ------------------------------- Authorized Signature Title: ------------------------- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney __Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: _____________, ____ ___________________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.___________________________________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 19 . CBL & ASSOCIATES PROPERTIES, INC. By: Name: Title: By: Name: Title: Countersigned: BANKBOSTON, N.A. By: ________________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:____________________ Name:Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto _____________________________________ ______________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: _________, ____ ___________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) [Signature] Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ATTEST: NEXMED, INC. [Corporate Seal] By _____. Attest__________________ By _______________________ Xxxxxx X. Xxx X. Xxxxxx Mo Vice President, Chief Financial Chairman of the Board of Directors, Officer Secretary President and Chief Executive Officer Countersigned: Xxxxxx National Corporation NORWEST BANK MINNESOTA, N.A. By_______________________ ByAuthorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT [To be executed by the registered holder if such holder desires to transfer the Rights Certificate.] FOR VALUE RECEIVED ____________________________________ Name:____________________ Name:hereby sells, assigns and transfers unto ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:_______________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) ________________________________________________________________________________ ____ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: _______________ _____________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Medallion Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of: ____________, _____. AttestATTEST: Xxxxxx National Corporation ByXXXXXXX XXXXXX CORPORATION _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:___________________________ Secretary Title:________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Rights Agent By:____________________________ Authorized signature Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfers unto ________________________________________________ (Please print name and address of transferee) ____________________________________________________________________________ ____________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: __________________, ______ --------------------------- Signature Signature Guaranteed:__________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on B-iv CERTIFICATE ----------- The undersigned hereby certifies by checking the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, _____. Attest[SEAL] ATTEST: Xxxxxx National Corporation ByMATRIX SERVICE COMPANY. _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:___________________________ Countersigned: UMB BANK, N.A. By: ____________________________ Authorized signature Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed execued by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED, ______________________ hereby sells, assigns and transfers unto ____________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ______________, ____ ______________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 200__ ATTEST: NATIONAL AUTO CREDIT, INC. ________. Attest: Xxxxxx National Corporation By_______________________ By _____________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By________________________________ Name:Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated:: _______________ ___, 200__ ____________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers a duly authorized officer of the Company and its corporate seal. Dated as of _________ ________. Attest: Xxxxxx National Corporation By___________________, ____ ByAttest: TRAVELERS PROPERTY CASUALTY CORP. ___________________________ Name:____________________ NameBy:______________________ Title:___________________ Secretary Title:_____________________ : [SEAL] Countersigned: Norwest Bank MinnesotaEQUISERVE TRUST COMPANY, N.A. By:________________________ Authorized signature Signature FORM OF REVERSE SIDE OF CLASS A RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Class A Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Class A Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Class A Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated:__________________ -------------------------------------- : , ------------------ ----- ----------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must FORM OF ELECTION TO PURCHASE (To be guaranteed executed if holder desires to exercise Rights represented by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramRights Certificate.)

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of the ___ day of ____________, ____. AttestINTEGRATED MEASUREMENT SYSTEMS By: Xxxxxx National Corporation ----------------------------------- Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: ----------------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_______________________ By_____________________________________ Name:hereby sells, assigns and transfers unto ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto _____________________________________________________________________________ (Please print name and address of transferee) _____________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:Date: ___________________ -------------------------------------- _______________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member or in good standing of a participant in signature guarantee medallion program approved by the Securities Transfer Agent Medallion ProgramAssociation, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.Inc.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________, ______ ATTEST: XXXX XX INDUSTRIES, INC. _______. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:____________________ Name:By: ______________________ Secretary Title:___________________ Title:_____________________ : Countersigned: Norwest Bank Minnesota, N.A. By:_____________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto ________________________ ________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: _______________, 19__ ______________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ATTEST: L. B. FOSTER COMPANY By: ________________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:___________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:___________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------ this Right Rights Certificate, together with all right, title and interest therein, therein and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:___: _______________ -------------------------------------- __, _____ ------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, ____. Attest[SEAL] ATTEST: Xxxxxx National Corporation By_______________________ ENPRO INDUSTRIES, INC. By_________________________ : ------------------------------- Name:____________________ Name:______________________ : Title:___________________ Title:_____________________ : Countersigned: Norwest Bank Minnesota, N.A. THE BANK OF NEW YORK By:________________________ : ------------------------------ Authorized signature Signatory B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED, _______________ hereby sells, assigns and transfers unto ------------------------------------------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ______________, ____ -------------------------------------- ---------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ __________. Attest: Xxxxxx National Corporation By___________________, ____ ByATTEST: MIDAS, INC. _________________________ Name:By: ____________________ Name:______________________ Secretary Name: Title:: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ____________________ Title:Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________ Countersigned: Norwest Bank Minnesota, N.A. By:_________________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ___________________, ____ _____________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. Attest: Xxxxxx National Corporation By_______________________ ATTEST: AMERICAN FREIGHTWAYS CORPORATION By_________________________ : ------------------------------ ------------------------ Name:____________________ Name:______________________ : ------------------------ Title:___________________ Title:_____________________ : ------------------------ Countersigned: Norwest Bank MinnesotaEQUISERVE TRUST COMPANY, N.A. By:________________________ : ------------------------- Authorized signature Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns assigns, and transfers transfer unto ------------------------------------------------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------- (Please print name and address of transferee) this Right This Rights Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned acknowledges that this Assignment is voidable by the Company if it contains any material misstatement of fact by the transferor. Dated:__________________ -------------------------------------- : --------------------------- ----------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed --------------------------------- Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. AttestATTEST: Xxxxxx National Corporation ByBIOGEN, INC. _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:_____________________________ _____________________________ _____________________________ COUNTERSIGNED: STATE STREET BANK AND TRUST COMPANY as Rights Agent By:_____________________________ Authorized signature Signature 4 45 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________________ hereby sells, assigns and transfers unto _________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.____________________________________ Signature

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ________________. Attest: Xxxxxx National Corporation By_, _______. Attest: WASHINGTON TRUST BANCORP, INC. ________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:______________________________ Countersigned: ______________________________ Mellon Investor Services LLC, as Rights Agent By:___________________________ Authorized signature Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby __________________________sells, , assigns and transfers unto ____________________________________________________________ _______________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney , Attorney, to transfer the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:: ______________,________ _______________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust Corporation having an office or correspondent in the Securities Transfer Agent Medallion Program, United States. -------------------------------------------------------------------------------- The undersigned hereby certifies that the New York Stock Exchange Medallion Signature Program Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Stock Exchange Medallion ProgramRights Agreement).

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ______________, ____. AttestATTEST: Xxxxxx National Corporation HOME-STAKE OIL & GAS COMPANY By: Name:_______________________ By_________________________ Name:___________________________________ NameTitle:_______________________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank MinnesotaUMB BANK, N.A. N.A., as Rights Agent By:: ______________________________________ Authorized signature Signatory Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________ hereby sells, assigns and transfers unto (Please print name and address of transferee) __________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney Attorney, to transfer the within Right Certificate said Rights on the books of the within-named CompanyCorporation, with full power of substitution. Dated:: ___________________________ -------------------------------------- ______________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member bank, trust company, broker, dealer or other eligible institution participating in a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Programrecognized signature guarantee medallion program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________ ___, ______ [Seal] ATTEST: COACHMEN INDUSTRIES, INC. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:____________________ NameBy:______________________ Secretary or Assistant Secretary Title:___________________ Title:_____________________ : Countersigned: Norwest Bank Minnesota, N.A. FIRST CHICAGO TRUST COMPANY OF NEW YORK as Rights Agent By:_____________________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED __________________________________________________ hereby sells, assigns and transfers transfer unto ____________________________________________ ------------------------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------------------------ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney as attorney to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: __________________, ______ -------------------------------------- -------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed ------------------------------------ CERTIFICATE ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of UCAR INTERNATIONAL INC. By:________________. Attest: Xxxxxx National Corporation By_______________________ [Title] ATTEST: ______________________________________ [Name] [Title] Countersigned: The Bank of New York, as Rights Agent By_________________________ Name:____________________ [Name:], Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ___________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:_______________________ -------------------------------------- Signature (Signature must conform in all respects Attorney, to name of holder as specified transfer said Rights on the face books of this Right Certificate) the within-named Company, with full power of substitution. Dated: ____________________________ __________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member bank, trust company, broker, dealer or other eligible institution participating in a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Programrecognized signature guarantee medallion program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ______ ATTEST: [Corporate Seal] RF MICRO DEVICES, INC. AttestBy: Xxxxxx National Corporation ------------------------------- ------------------------------------- Name: Name: Xxxxx X. Xxxxxxx Title: Title: President and Chief Executive Officer Countersigned: FIRST UNION NATIONAL BANK By: -------------------------------------------------- Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT [To be executed by the registered holder if such holder desires to transfer the Rights Certificate.] FOR VALUE RECEIVED _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ---------------------------------------------- (Please print name and address of transferee) ------------------------------------------------------------------------------ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:______: ____________ -------------------------------------- __, ______ ---------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __,_ ATTEST: GUIDANT CORPORATION ________. Attest: Xxxxxx National Corporation By__________________________ By_________________________ Name:____________________ Name:Secretary Title: Countersigned: EquiServe Trust Company, N.A. By ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED _________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated:: __________________,__ ______________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 200__. Countersigned XXXXXX TRUST AND SAVINGS BANK CPI CORP. By By -------------------------- -------------------------- Authorized Signature Title: Attest: Xxxxxx National Corporation ByBy -------------------------- [SEAL] Title: [SEAL] [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________ hereby sells, assigns, and transfers unto _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: _________________, 200_ -------------------------------------- --------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, ____. [SEAL] ATTEST: BRUSH ENGINEERED MATERIALS INC. By: ________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ ----------------------------------- Name:: Title: Countersigned: NATIONAL CITY BANK, N.A. By: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED, _______________ hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ______________, ____ -------------------------------------- ------------------ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed CERTIFICATE The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. Attest____ ATTEST: Xxxxxx National Corporation ByAMERICAN FREIGHTWAYS CORPORATION _______________________ By:_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank MinnesotaWACHOVIA BANK, N.A. By:________________________ Authorized signature Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns assigns, and transfers tranfer unto __________________________________________________________________ __________________________________________________________________ (Please print name and address of transferee) this Right This Rights Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned acknowledges that this Assignment is voidable by the Company if it contains any material misstatement of fact by the transferor. Dated:_____________ ____________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed ___________________________ Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated Dated: ATTEST: MPOWER HOLDING CORPORATION By: By: ------------------------------ ---------------------------- Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ----------------------------- Authorized Officer [Form of ________________. Attest: Xxxxxx National Corporation ByReverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_______________________ By________________________________________ Name:hereby sells, assigns and transfers unto____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________ ___, 200__ ________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed CERTIFICATE ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, 19__. AttestATTEST: Xxxxxx National Corporation NCI BUILDING SYSTEMS, INC. By: -------------------------------- ---------------------------------- Secretary Its: --------------------------------- Countersigned: -------------------------------- By: ----------------------------- Authorized Signature 49 FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________ By_________________________ Name:____________________ Name:hereby sells, assigns, and transfers unto______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________________________________________ Attorney _______________________________________ this Right Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ________________, __ -------------------------------------- ___. ------------------------------------ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust company having an office or correspondence in the Securities Transfer Agent Medallion Program, United States. ------------------------------------------------ The undersigned hereby certifies that the New York Stock Exchange Medallion Signature Program Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Stock Exchange Medallion Program.Rights Agreement). ------------------------------------ Signature

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________ ___, ____. CONSOLIDATED GRAPHICS, INC. By: _________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Title: _______________________________ ATTEST: ____________________________________ Secretary COUNTERSIGNED: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: ___________________________________ Name: _________________________________ Title: ________________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED,______________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint appoint____________ _____________ ____________Attorney to transfer the within Right Certificate Rights on the books of the within-named Company, with full power of substitution. Dated:: __________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) ___, _______. Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust company having an office or correspondent in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramUnited States.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of [Corporate Seal] T CELL SCIENCES, INC. Attested: By ________________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:: Title: [Chairman, Vice By ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Chairman, President or [Secretary or Assistant Secretary] Vice President] Countersigned: STATE STREET BANK AND TRUST COMPANY, as Rights Agent Authorized signature Signatory Date of countersignature: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________ hereby sells, assigns and transfers unto _______________________________ (Please print name and address of transferee) _______________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ___________________ -------------------------------------- ___________________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program._________________________

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ______________________, _______. AttestATTEST: Xxxxxx National Corporation ByCOSI, INC. _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:____________________________________ Secretary Title: Countersigned: By:_________________________________ Authorized signature Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right CertificateCertificates.) FOR VALUE RECEIVED ___________________________________ hereby sells, assigns and transfers unto ______________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint [_____________ _] Attorney to transfer the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:: _____________, _____ ____________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________December 11, 2000. AttestATTEST: Xxxxxx National Corporation BySYBRON DENTAL SPECIALTIES, INC. --------------------------------------- By Secretary ------------------------------- Title: Countersigned: EQUISERVE TRUST COMPANY, N.A. By ------------------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED_______________________ By_______________________________ Name:hereby sells, assigns and transfers unto____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated:: __________________, _____ _______________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. Attest____ ATTEST: Xxxxxx National Corporation ByAMERICAN FREIGHTWAYS CORPORATION ______________________________ By:____________________________________ Name:____________________ Name:______________________ Title:___________________ Title:_________________________________ Countersigned: Norwest Bank MinnesotaWACHOVIA BANK, N.A. By:______________________________ Authorized signature Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns assigns, and transfers tranfer unto ____ ____________________________________________________________________ ____________________________________________________________________ (Please print name and address of transferee) this Right This Rights Certificate, together with all right, title title, and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned acknowledges that this Assignment is voidable by the Company if it contains any material misstatement of fact by the transferor. Dated:_________________________ -------------------------------------- _________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed _______________________________ Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 19____. AttestATTEST: NEUROCRINE BIOSCIENCES, INC. By: Xxxxxxxx Valeur-Xxxxxx National Corporation Its: Secretary COUNTERSIGNED: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: _______________________ By_________________________ Name:Its: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _________________________________________________ (Please print name and address of transferee) __________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: _______________, 19____ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust company having an office or correspondent in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramUnited States.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____ __, 20__________. Attest_ THQ Inc. ATTEST: Xxxxxx National Corporation By: By: --------------------------------- --------------------------------- Name: Briax X. Xxxxxxx Name: Fred X. Xxxx Title: Chief Executive Officer and Title: Senior Vice President-- President Finance & Administration, Chief Financial Officer and Secretary Countersigned: [Rights Agent] By: --------------------------------- Name: Title: Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________ By_________________________ Name:____________________ Name:hereby sells, assigns and transfers unto ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- : , 20 ----------------------- --- --------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. AttestTHE GENLYTE GROUP INCORPORATED By: Xxxxxx National Corporation By_______________________ By_________________________ Name:: Title: Attest: By: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Secretary Countersigned: THE BANK OF NEW YORK, AS RIGHTS AGENT By: _____________________________ Date: _____________________ Authorized signature Signatory [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto ___________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the Right Certificate on the books of the Company named within, with full power of substitution. Dated: _____________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) __________________________ Signature Guaranteed: Signatures must be guaranteed CERTIFICATE The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________ __, _______ [SEAL] ATTEST: . Attest: Xxxxxx National Corporation ByLOWE'S COMPANIES, INC. _______________________ By_________________________ Name:By: ____________________________________ Secretary Name:: __________________________________ Title:: ___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:[RIGHTS AGENT] By __________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________________, ____ _________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________ , ____. AttestATTEST: Xxxxxx National Corporation ByTJ INTERNATIONAL, INC. ___________________________ By____________________________________ Name:____________________ : Name:______________________ : Title:___________________ : Secretary Title:_____________________ : President and Chief Executive Officer Countersigned: Norwest Bank Minnesota, N.A. First Chicago Trust Company of New York By:__________________________________ Authorized signature Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto _________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ___________________ -------------------------------------- ______________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust company having an office or correspondent in the Securities Transfer Agent Medallion Program, United States. ------------------------------------------------------------------------------ The undersigned hereby certifies that the New York Stock Exchange Medallion Signature Program Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Stock Exchange Medallion ProgramAgreement).

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ------------------. XXXXXXXX OFFSHORE SERVICES, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- ATTEST: ------------------------------- Secretary COUNTERSIGNED: MELLON INVESTOR SERVICES LLC, as Rights Agent By: ----------------------------------------- Name: --------------------------------------- Title: -------------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, ________________. Attest: Xxxxxx National Corporation By__ hereby sells, assigns and transfers unto _______________________ By_________________________________________________________ Name:____________________ Name:(Please print name and address of transferee) ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:______________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed Rights evidenced by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within Right Certificate Rights on the books of the within-named Company, with full power of substitution. Dated:: __________________ -------------------------------------- ___, _______. ------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust company having an office or correspondent in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.United States. 4

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated [SEAL] ATTEST: DIEBXXX, XXCORPORATED By: ----------------------------------- ----------------------------------- Name: Title: Countersigned: THE BANK OF NEW YORK, as Right Agent By: Date: -------------------------------- ------------------------ Authorized Signatory 44 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED, ________________. Attest: Xxxxxx National Corporation By_ hereby sells, assigns and transfers unto _______________________ By_____________________________________________________ Name:____________________ Name:(Please print name and address of transferee) ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:_______________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ______________, ____ -------------------------------------- ----------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed 45 CERTIFICATE ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of _______________ __. Attest, _______ SECURITY CAPITAL GROUP INCORPORATED By: Xxxxxx National Corporation -------------------------------- Name: Title: Attest:(SEAL) ------------------------------------ Name: Title: Countersigned: THE FIRST NATIONAL BANK OF BOSTON By: --------------------------------- Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________ By_________________________ Name:____________________ Name:hereby sells, assigns and transfers unto ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) the Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney __________, Attorney, to transfer the within Rights evidenced by this Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:__________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of March 13, 1998. ATTEST: SUREWEST COMMUNICATIONS (formerly Roseville Communications Company) ________________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:Secretary By: ____________________ Name:______________________ Title:: COUNTERSIGNED: By ___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signature EXHIBIT A - FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________ hereby sells, assigns and transfers unto (Please print name and address of transferee) this the Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney ________, attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________________________________ -------------------------------------- _______________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust company having an office or correspondent in the Securities Transfer Agent Medallion Program, United States. _____________________________________________ The undersigned hereby certifies that the New York Stock Exchange Medallion Signature Program Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Stock Exchange Medallion Program.Rights Agreement). ________________________________________ Signature

WITNESS. the facsimile signature of the proper officers of the Company Corporation and its corporate seal. Dated as of ______________________, ___________. AttestATTEST: Xxxxxx National Corporation ByCOSI, INC. _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:____________________________________ Secretary Title: Countersigned: By:____________________________________ Authorized signature Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right CertificateCertificates.) FOR VALUE RECEIVED _____________________________________ hereby sells, assigns and transfers unto ______________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint [_____________ ] Attorney to transfer the within Right Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated:: _____________, _____ _________________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of March 19, 1999. Attest: First Health Group Corp. By : ________________. Attest___ By: Xxxxxx ______________________ Title: ___________________ Title: ______________________ Countersigned: Illinois Stock Transfer Company, as Rights Agent By: __________________ Authorized Signature LaSalle National Corporation Bank, as Rights Agent By: __________________ Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________ hereby sells, assigns and transfers unto _______________________ By__________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ________________ _____________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: _______________________ Signatures must be guaranteed by a member or a participant an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Transfer Agent Medallion ProgramExchange Act of 1934, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.as amended. The undersigned hereby certifies that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of Attested: INDEPENDENT BANK CORP. By: ________________. Attest: Xxxxxx National Corporation By_______________________ By_________________________ Name:By: ____________________ Name:______________________ Title:: Title: [Clerk or Assistant Clerk] [Chairman, President or Vice President] Attested: By: ___________________ Title:_____________________ By: _________________________________________ Title: Title: [Clerk or Assistant Clerk] [Treasurer, Assistant Treasurer, Clerk or Assistant Clerk] Countersigned: Norwest Bank MinnesotaROCKLAND TRUST COMPANY, N.A. as Rights Agent By:: _________________________________ Authorized signature Signatory Dated as of _________________________ 4B [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: __________________________ -------------------------------------- _____________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.___________________________

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ATTEST: NEXMED, INC. [Corporate Seal] By _____. Attest: Xxxxxx National Corporation By__________________________ By ______________________________________ Xxxxxx X. Xxx X. Xxxxxx Mo Vice President, Chief Financial Chairman of the Board of Directors, Officer Secretary President and Chief Executive Officer Countersigned: NORWEST BANK MINNESOTA, N.A. By________________________________ Name:Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT [To be executed by the registered holder if such holder desires to transfer the Rights Certificate.] FOR VALUE RECEIVED ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto _____________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: _______________ __________________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Medallion Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ __________. Attest: Xxxxxx National Corporation By___________________, ____ ByATTEST: HUSSMANN INTERNATIONAL, INC. _________________________ Name:By: ____________________ Name:______________________ Secretary Name: Title:: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By: ____________________ Title:Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ___________________, ____ _____________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers officer of the Company and its corporate seal. Dated as of ________________. Attest: Xxxxxx National Corporation By_________, 20__ ATTEST: MATRIA HOLDING COMPANY, INC. ______________ By_________________________ Name:____________________ Name:______________________ By: Secretary Title:___________________ Title:_____________________ : Countersigned: Norwest SunTrust Bank Minnesota, N.A. By:_________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED RECEIVED_______________________________________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ________________________, 20____. ___________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.Signature

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. Attest, 1999 ATTEST: Xxxxxx National Corporation By__ASARCO CYPRUS INCORPORATED _____________________ By_________________________ Name:____________________ Name:______________________ Secretary Title:___________________ Title:_____________________ : Countersigned: Norwest Bank Minnesota, N.A. [THE BANK OF NEW YORK] By:_________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED _____________________________________________ hereby sells, assigns and transfers unto ______________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:Date: __________________, ____ ___________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed 48 Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature signatures of the proper officers of the Company and its corporate seal. Dated as of ___________ __, ______. Attest_ [SEAL] ATTEST: Xxxxxx National Corporation By__INTELIDATA TECHNOLOGIES CORPORATION _____________________ By:__________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Secretary Xxxx X. Xxxxxx, Xx. President and Chief Executive Officer Countersigned: Norwest Bank Minnesota, N.A. AMERICAN STOCK TRANSFER & TRUST By:__________________________________ Authorized signature Signature 1/ The bracketed language shall be inserted only if applicable. [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED ________________________ hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ________________, ____ ________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____ __, 20__________. Attest_ THQ Inc. ATTEST: Xxxxxx National Corporation By: By: ------------------------------ ------------------------------------- Name: Name: Title: Chief Executive Officer Title: Senior Vice President-Finance and President & Administration, Chief Financial Officer and Secretary Countersigned: [Rights Agent] By: ----------------------------- Name: Title: Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________ By_________________________ Name:____________________ Name:hereby sells, assigns and transfers unto ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ______________________, 20___ ___________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________October 19, 2018. AttestTHE ULTIMATE SOFTWARE GROUP, INC. By: /s/ Xxxxxxx Xxxxxx National Corporation Name: Xxxxxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer COUNTERSIGNED: COMPUTERSHARE TRUST COMPANY, N.A. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: AVP Relationship Manager FOR VALUE RECEIVED _______________________ By_________________________ Name:____________________ Name:hereby sells, assigns and transfers unto ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:_______________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: ____________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) __________________________ Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a member bank, stockbroker, savings and loan association or a participant credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramAct of 1934.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____ __, 20__________. Attest_ THQ Inc. ATTEST: Xxxxxx National Corporation By: By: -------------------------------- -------------------------------- Name: Name: Title: Chief Executive Officer Title: Senior Vice President-- and President Finance & Administration, Chief Financial Officer and Secretary Countersigned: [Rights Agent] By: ----------------------------- Name: Title: FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such HOLDER DESIRES TO TRANSFER THE RIGHTS CERTIFICATE.) FOR VALUE RECEIVED _______________________ By_________________________ Name:____________________ Name:hereby sells, assigns and transfers unto ______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- : , 20 --------------------- ---- ----------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of: ____________, _____. AttestATTEST: Xxxxxx National Corporation BySEMX CORPORATION _______________________ By_________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:___________________________ Secretary Title:________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Rights Agent By:____________________________ Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfers unto _____________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ ________________________________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: __________________, ______ --------------------------- Signature Signature Guaranteed:__________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on CERTIFICATE The undersigned hereby certifies by checking the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ______ ATTEST: TRISM, INC. Attest--------------------------- By: Xxxxxx National Corporation --------------------------- Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY As Rights Agent By: --------------------------- Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT --------------------- (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _______________________ By___________________________ Name:____________________ Name:hereby sells, assigns and transfers unto______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: ________________, ____ -------------------------------------- --------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __Dated: ______________. Attest: Xxxxxx National Corporation ByAGOURON PHARMACEUTICALS, INC. By _______________________ By_________________________ Name:By ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Title ______________________ Title ____________________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By _________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED RECEIVED, _______________________________ hereby sells, assigns and transfers unto ---------------- --------------------------------------------------------------- (Please please print name and address of transferee) _______________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:: __________________ -------------------------------------- . ---------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant an Eligible Guarantor Institution, as defined in Rule 17Ad-15 under the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramAct of 1934.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________-------------------- --,--- ATTEST: (SEAL) PACIFIC GATEWAY EXCHANGE, INC. Attest---------------------------- By:------------------------------ Name: Xxxxxx National Corporation ByName: Title: Title: Countersigned: NORWEST BANK MINNESOTA, N.A. By:---------------------------------- Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_______________________ By______________________________________ Name:hereby sells, assigns and transfers unto____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (______________________________________________________________________________ Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:Date: ________________ __, ____ ____________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed CERTIFICATE ----------- The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile ficsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________. AttestATTEST: Xxxxxx National Corporation X.X. XXXXXX COMPANY By_______________________ : By_________________________ Name:____________________ Name:______________________ : ---------------- ------------------ Secretary Title:___________________ Title:_____________________ : Countersigned: Norwest Bank Minnesota, N.A. By:________________________ AMERICAN STOCK TRANSFER & TRUST COMPANY By:-------------------- Authorized signature Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate.) FOR VALUE RECEIVED RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------- this Right Rights Certificate, together with all right, title and interest therein, therein and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- : , ----------- -- ----- ---------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of: ________________. Attest____ CANNONDALE CORPORATION By: Xxxxxx National Corporation By_______________________ Name: _______________________ Title: _______________________ Countersigned: [ RIGHTS AGENT ] By: _______________________ Name: _______________________ Title: _______________________ A-3 38 [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns, and transfer unto (Please print name and address of transferee) This Rights Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _________________ attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________ Signature: ____________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed Certificate The undersigned hereby certifies by a member or a participant in checking the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.appropriate boxes that:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, ______. AttestATTEST: Xxxxxx National Corporation DEL GLOBAL TECHNOLOGIES CORP. ------------------------------- ---------------------------------- By: By: Its: Secretary Its: MELLON INVESTOR SERVICES LLC, Rights Agent ---------------------------------- By: Its: EXHIBIT A Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________ hereby sells, assigns and transfers unto_______________________ By____________________________________________________ Name:____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) ------------------------------------------------------------------------------ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney Attorney, to transfer the within Right Rights Certificate on the books of the within-within named Company, with full power of substitution. Dated:: ______________, ____ -------------------------------------- ----------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust company having an office or correspondent in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramUnited States.

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, ____. Attest[SEAL] ATTEST: Xxxxxx National Corporation CTG Resources, Inc. By: _______________________ By_________________________ Name:: Title: Countersigned: By: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED RECEIVED, _______________ hereby sells, assigns and transfers unto _______________________________________________________________________ ____________________________________________________________________________ (Please print name and address of transferee) ____________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:: __________, ____ ________________________________________ -------------------------------------- Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a member or a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program.:

WITNESS. the facsimile signature of the proper officers of the Company and its corporate seal. Dated This Right Certificate is dated as of ___________, 1999. {SEAL} ATTEST: PHILIPS INTERNATIONAL REALTY CORP. By: _____. Attest: Xxxxxx National Corporation By_______________________ By: ___________________________ Name:: Name: Title: Title: Countersigned: BANKBOSTON, N.A. as Rights Agent By: ____________________ Name:______________________ Title:___________________ Title:_____________________ Countersigned: Norwest Bank Minnesota, N.A. By:________________________ Authorized signature Signatory Date: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney Attorney, to transfer the within Right Certificate on the books of the withinwith-in-named Company, with full power of substitution. Dated:: ______________________ -------------------------------------- ____________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: (Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a participant commercial bank or trust company having an office or correspondent in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion ProgramUnited States.) _______________________________________________________________