EXHIBIT 4b
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XXXXXXX-XXXXX SQUIBB COMPANY
RIGHTS AGREEMENT CERTIFICATE
The Rights Agreement, dated December 4, 1987, between Xxxxxxx-Xxxxx
Squibb Company and Manufacturers Hanover Trust Company, as amended,
provides that a certificate be filed in certain situations. The
certificate is as follows:
On December 4, 1996, the Board of Directors of Xxxxxxx-Xxxxx Squibb
Company (the "Company") declared a two-for-one split in the form of a stock
dividend entitling the holders of record at the close of business on
February 7, 1997, of the Company's Common Stock, par value $.10 per share
("Common Stock"), to an additional share of Common Stock for each share
owned as of such date. This dividend became effective on February 7, 1997,
and the distribution date for the new shares of Common Stock is February
28, 1997.
Pursuant to the Rights Agreement of the Company dated as of December 4,
1987, as amended, (the "Rights Agreement"), the Company had distributed a
Right to the holder of each share of Common Stock. Each Right initially
represents the right of the holder thereof to purchase one one-thousandth
of a share of the Company's Series A Participating Preferred Stock, par
value $1.00 per share. As a result of and subsequent to the special
dividend described above, the holder of each share of Common Stock will be
entitled to one-half of a Right, all as more fully described in the Rights
Agreement. Until the occurrence of certain events (as described in the
Rights Agreement) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates.
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