Common use of Event Clause in Contracts

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its optionmay, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, each case at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on be (i) redeemed by the tenth day (as such time period may be extended Company at its option at a redemption price of $.01 per Right or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) exchanged in whole or in part for shares of Common Stock or other securities of the Final Expiration DateCompany. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day Business Day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares Common Shares, other securities, cash or other securities property which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby references are made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Capitalized terms used in this Right Certificate have the same meanings as such terms are defined in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and are also available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Common Shares or other property as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval a redemption price of a majority of the Continuing Directors $.01 per Right (subject to adjustment as such term is defined provided in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Common Shares will are required to be issued upon the exercise of any Right Rights or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof the Company may elect to (i) evidence fractional shares by depositary receipts, (ii) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share or (iii) make a cash payment will be madepayment, as provided in the Rights Agreement. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Common Shares or of any other securities securities, cash or property of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right Rights or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of__________________, 19__. Attest: OREGON METALLURGICAL CORPORATION By:_________________________________ Countersigned: CHASEMELLON SHAREHOLDER SERVICES, LLC 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 ________________________ 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 irrevocably constitute and appoint _________ Attorney, to transfer the within Right Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, ____ ___________________________________ Signature Signature Guaranteed: The signature(s) must be guaranteed by a brokerage firm or a financial institution that is a member of an approved medallion program, such as Securities Transfer Agents Medallion Program (STAMP), Stock Exchange Medallion Program (SEMP) or New York Stock Exchange, Inc. Medallion Signature Program (MSP).

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Rights Agent and at the executive offices of the Company and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the designated office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the the.Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) Business Day following the Share Shares Acquisition Date (as such term is defined in the Rights Agreement) and or (ii) the Final final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not b) may be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.exchanged

Event. As provided in No fractional shares of the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares Stock (or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (isecurities) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred Share, Stock which may, at the election option of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised or exchanged for shares of the Common Stock as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , . [SEAL] ATTEST: THE GOODYEAR TIRE & RUBBER COMPANY By: By: --------------------------- ---------------------------------------- Name: Name: Title: Title: Countersigned: EQUISERVE TRUST COMPANY, N.A. 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 Certificates.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto _______________________________________________ ___________________________________________________ (Please print name and address of transferee)

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Rights Agent and at the executive offices of the Company and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the designated office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the the.Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions -------------------- *The portion of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined legend in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate brackets shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agentinserted only if applicable.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company and are also available upon written request to the Rights Agent or the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as defined in the Rights Agreement and as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). No Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated under the circumstances described in the Rights Agreement. The Company is not required to issue fractional Preferred Shares will be issued shares of Common Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or dividends, subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one- thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day Business Day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. For 180 days following a change in control of the Board of Directors of the Company, that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ____

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Shares Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This The Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rightsRights, limitations of rightsRights, and obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates Certificates, which limitations of rights Rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one fourhundredths of a Preferred Share securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company Corporation at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at Right or (ii) exchanged by the option of the Company, Corporation in cash whole or part for Common Shares, at any time prior to substantially equivalent rights, or other consideration as determined by the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration DateCorporation. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the CompanyCorporation, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings meeting or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This The Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _____________, 19___ The "Corporation":

Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths ten-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) Business Day following the Share Stock Acquisition Date (as such term is defined in the Rights Agreement) Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By FOR VALUE RECEIVED hereby sells, assigns and transfers unto 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 Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Renewed Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Renewed Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Renewed Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Renewed Rights Agreement. Copies of the Renewed Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Renewed Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened changed in the discretion of the Board of Directors pursuant to the Renewed Rights Agreement), and (ii) following the Share Acquisition Final Expiration Date (as such term is defined in the Renewed Rights Agreement). At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and (ii) the Final Expiration DateRights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (hereby, other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Renewed Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Renewed Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Renewed Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Renewed Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company and its corporate seal. Dated: ATTEST: BENTLEY PHARMACEUTICALS, INC. _______________________________________ By Secretary ----------------------------------- Name: --------------------------------- Title: -------------------------------- Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY By ------------------------------------- Authorized Officer B-4 [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 _________________ as its attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , --------------- ----- -------------------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths four-hundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths four-hundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares (or the amount of cash, property, Common Shares or other securities which may be purchased securities) deliverable upon the such exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined those events specified in Section 11(a)(ii) and Section 13 of the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth business day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date first date of public announcement by the Company that an Acquiring Person has become such (as or if the date of such term is defined in announcement shall have occurred prior to May 20, 1997, the Rights Agreementclose of business on the tenth business day following May 20, 1997) and (ii) the Final Expiration Dateclose of business on May 31, 2007. No The Company is not required to issue fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Sharehereby. In lieu thereof, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose to be the holder of the Preferred Shares, Common Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate trust action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its seal. Dated as of __________________.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal. Dated as of: ATTEST: CIRCUIT CITY STORES, INC. ______________________________ By: _________________________ Title: Title: Countersigned: [INSERT NAME OF 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 Certificates.) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers 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 withinnamed Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:___________ 19 ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day Business Day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one- hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of (i) the close of business on (i) the tenth twentieth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Stock Acquisition Date (as such term is defined in the Rights Agreement) Date, and (ii) the Final Expiration Date. No The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest, and thereafter, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. If the Company so determines, no fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one- hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ____ ATTEST: NORTHERN TRUST CORPORATION ________________________ By_________________________________ Secretary 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 Rights Certificate.) FOR VALUE RECEIVED _________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) ___________________________________________________________________________ this Rights Certificate, together with all right, title and interest herein, 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 Signature Medallion Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: _______________, _____ _______________________________________ Signature Signature Medallion Guaranteed: NOTICE The signature(s) to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)and a Section 11(a)(ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close Close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date Business (as such term is defined in the Rights Agreement) and on (A) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), or (B) the Final Expiration Date; or (ii) terminated by the Company at its option at any time prior to the earlier of the Close of Business on (A) the Stock Acquisition Date, (B) the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the Common Shares then outstanding, except with respect to a transaction as to which the Board of Directors has not made the determination referred to in Section 11(a)(ii) hereof, or (C) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which (including Common Shares) that may at any time be issuable issued on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or including any right to (i) vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to (ii) give or withhold consent to any corporate action, or, to (iii) receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to (iv) receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company and its corporate seal. ESPERION THERAPEUTICS, INC. Dated as of ______________ By: ----------------------------------- Name: Title: _____________________________________ Secretary Countersigned STOCKTRANS, INC. 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 ________________________________________ hereby sells, assigns and transfers 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 Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths four-hundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths four-hundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal. Dated as of: ATTEST: CIRCUIT CITY STORES, INC. ______________________________ By: _________________________ Title: Title: Countersigned: [INSERT NAME OF RIGHTS AGENT] By__________________________________ Authorized Signature B-1-15 [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 Certificates.) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers 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-named Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:___________ _____ ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificate, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available free of charge from the Company upon written request request, directed to the CompanySecretary of the Company at its principal offices. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock (or other securities, if applicable) as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following Subject to the Share Acquisition Date (as such term is defined in provisions of the Rights Agreement) and (ii) , the Final Expiration Date. No Company may determine not to issue fractional shares of Preferred Shares will be issued Stock or other securities issuable upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions which are integral multiples hereby. Fractional shares of one fourhundredths of a Preferred Share, which stock may, at the election of the Company, be evidenced by depositary depository receipts), but in . In lieu thereof of fractional shares a cash payment will be made, subject to certain exceptions, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer as conferring upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, action or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________ ATTEST: THE MIIX GROUP, INCORPORATED

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and are also available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at its optiona redemption price of $.001 per Right, with the approval payable in shares of a majority of the Continuing Directors Common Stock (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, any other form of consideration deemed appropriate by the Board of Directors at any time prior to the earlier of the close Close of business Business (as such term is defined in the Rights Agreement) on (i) the tenth calendar day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following or (ii) the Share Acquisition Final Expiration Date (as such term is defined in the Rights Agreement). In addition, the Rights may be exchanged at the Company's option, in whole or in part, for shares of Common Stock in the manner provided in the Rights Agreement, or shares of preferred stock of the Company having substantially the same value and economic rights as such shares. Immediately upon the action of a majority of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and (ii) the Final Expiration DateRights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, _____ SELECT MEDICAL CORPORATION 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: __________________________________________________ (Please print name and address of transferee) __________________________________________________ (Please insert social security or other identifying number of the transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ ___________________________ Signature Signature Guaranteed:__________________________ Signatures must be guaranteed by a member firm of a registered United States national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of One Cent ($.0025 .01) per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of (i) the time that any Person becomes an Acquiring Person and (ii) the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of or one fourhundredths one-thousandths of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________ ____, _____ ATTEST: BROADBAND TECHNOLOGIES, INC. _____________________ By: _________________________ Secretary Title: Countersigned: FIRST UNION NATIONAL BANK OF NORTH CAROLINA By: ________________________________ 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 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 Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one- hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day Business Day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, ____ ATTEST: CELL PATHWAYS, INC. _____________________ By__________________________ Secretary Title: Countersigned: REGISTRAR AND TRANSFER COMPANY 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 ________________________________ hereby sells, assigns and transfers 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 Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: _______________, _____ ___________________ Signature Signature Guaranteed: NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: CELL PATHWAYS, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number --------------------------------------------------------------------------- (Please print name and address) --------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number --------------------------------------------------------------------------- (Please print name and address) --------------------------------------------------------------------------- --------------------------------------------------------------------------- Dated: _______________, _____ _________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: ______________, _____ ________________________ Signature Signature Guaranteed: NOTICE The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On December 3, 1998, the Board of Directors of Cell Pathways, Inc. (the "Company") declared a dividend distribution of one Right for each outstanding share of Company Common Stock to stockholders of record at the close of business on December 15, 1998 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Series A Preferred Stock") at a Purchase Price of $90 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Registrar and Transfer Company, as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company or certain inadvertent actions by institutional or certain other stockholders or (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at 5:00 P.M. (New York City time) on December 14, 2008, unless such date is extended or the Rights are earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that a Person becomes an Acquiring Person, except pursuant to an offer for all outstanding shares of Common Stock which the independent directors determine to be fair and not inadequate to and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms (a "Qualified Offer"), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $90 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $180 worth of Common Stock (or other consideration, as noted above) for $90. Assuming that the Common Stock had a per share value of $15 at such time, the holder of each valid Right would be entitled to purchase 12 shares of Common Stock for $90. In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation (other than with an entity which acquired the shares pursuant to a Qualified Offer), (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one- hundredth of a share of Preferred Stock (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 redemption price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to sh

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Rights Agreement)Event. This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may (unless the Board of Directors shall have made a determination pursuant to Section 11(a)(ii)(B) of the Rights Agreement that a Person is an Adverse Person) be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (ia) the tenth business day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (iib) the Final Expiration Date. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of__________,19__ NATIONAL PENN BANCSHARES, INC. By ------------------------------------- Title: Attest: ------------------------------------- Secretary Countersigned: NATIONAL BANK OF BOYERTOWN By ------------------------------------- Authorized Signature B-4 [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________________________________________ ________________________________________________________________________________ (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:_________________,19____ _____________________________________ Signature Signature Guaranteed: _____________________________________ Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which securities, that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein in this Rights Certificate by reference and made a part hereof of this certificate and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific certain circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be is exercised in part, the holder shall will be entitled to receive upon surrender hereof of this Rights Certificate another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, in certain circumstances the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights that are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights will require the concurrence of a majority of the Continuing Directors. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall will be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereofof this certificate, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events 15% Ownership Dates (as such term is defined in the Rights Agreement). This The Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rightsRights, limitations of rightsRights, and obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates Certificates, which limitations of rights Rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one fourhundredths of a Preferred Share securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company Corporation at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at Right or (ii) exchanged by the option of the Company, Corporation in cash whole or part for Common Shares, at any time prior to substantially equivalent rights, or other consideration as determined by the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration DateCorporation. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the CompanyCorporation, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings meeting or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This The Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof thereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of this Rights Certificate until the registered holder hereof shall have (i) completed and signed the certificate contained in the form of assignment on the reverse side of this Rights Certificate and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by this Certificate, or Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day (date of public disclosure that an Acquiring Person has exceeded the triggering threshold, as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) , and (ii) the Final Expiration Date. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths ten-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened changed in the discretion of the Board of Directors pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of at least two-thirds of the Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by at least two-thirds of the Directors. At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________ 19 __. CBL & ASSOCIATES PROPERTIES, INC. By: ------------------------------ Name: Title: By: ------------------------------ Name: Title: Countersigned: BANKBOSTON, N.A. By: ------------------------------ Authorized Signature -4- [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 _______________________________________ ________________________________________________________________________________ (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] Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths four-hundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths four-hundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one- hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. In addition, the Rights may be exchanged at the Company's option, in whole or in part, for shares of Common Stock in the manner provided in the Rights Agreement, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, _____ NOBEL LEARNING COMMUNITIES, INC. By:__________________________ Name: Title: Countersigned: STOCKTRANS, INC., 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.) Please print social security or other identifying number of the transferor:________________________ FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto: __________________________________________________ (Please print name and address of transferee) __________________________________________________ (Please print social security or other identifying number of the 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 Signature Guaranteed:__________________________ Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement Agreements are on file at the principal offices above- mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates Certificate of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its optionoption at a redemption price of $.01 per Right at any time; provided, with however, that any such redemption after a person has become an Acquiring Person may be authorized only if the approval of a majority of the Company has Continuing Directors (as such term is defined in the Rights Agreement), at ) then in office and the redemption is authorized with the concurrence of a redemption price majority of $.0025 per Right, payable, at the option such Continuing Directors; or (ii) may be exchanged in whole or in part for shares of the Company, in cash or 's Common Shares, at any time prior to the earlier Stock and/or other equity securities of the close Company deemed to have the same value as shares of business on (i) Common Stock. After the tenth day (as such time period expiration of the redemption period, the Company's right of redemption may be extended reinstated if an Acquiring Person reduces his beneficial ownership to 10% or shortened pursuant to less of the Rights Agreement) following outstanding shares of Common Stock in a transaction or series of transactions not involving the Share Acquisition Date (as such term is defined Company. Under certain circumstances set forth in the Rights Agreement) and (ii) , the Final Expiration Datedecision to redeem shall require the concurrence of a majority of the Continuing Directors. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be by construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: ATTEST: MID-AMERICA BANCORP By__________________________ By____________________________ [Name] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Secretary Chairman of the Board Countersigned: MID-AMERICA BANK OF LOUISVILLE AND TRUST COMPANY By____________________________ Authorized Officer [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 _________________________________________________________ _________________________________________________________________ ______________ (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 Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or shares of the Common Stock (or, in cer- tain circumstances, other securities securities) which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate Right Cer- tificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Agree- ment reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities immuni- ties hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Rights Agent, and at the executive offices of the Company and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the designated office or offices of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent designated for such purposemay reasonably request, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths shares of a Preferred Share the Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled enti- tled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Rights Right Certificate or Rights Certificates Right Certifi- ▇▇▇▇▇ for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.by

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths ten-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .00001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. In addition, the Rights may be exchanged at the Company's option, in whole or in part, for shares of Common Stock in the manner provided in the Rights Agreement, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, _____ INTERNET CAPITAL GROUP, INC. By:__________________________ Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By________________________ Authorized Signature B-3 47 [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.) Please print social security or other identifying number of the transferor:________________________ FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto: __________________________________________________ (Please print name and address of transferee) __________________________________________________ (Please print social security or other identifying number of the 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 Signature Guaranteed:__________________________ The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in In the event that any Person shall become an Acquiring Person and the Rights Agreementshall then be outstanding, the Purchase Price Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the number occurrence of such event, any Rights that are or were acquired or Beneficially Owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and kind void without any further action, and any holder of Preferred Shares such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. Neither the Company nor the Rights Agent shall have liability to any holder of Book Entry Rights or other securities which may be purchased upon the exercise Person as a result of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of Company’s or the Rights Agent’s failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. No Book Entry Right shall be issued pursuant to Section 3 hereof that represents Rights Beneficially Owned by an Acquiring Person whose Rights would be null and void pursuant to the Company preceding sentence or any Associate or Affiliate thereof; no Book Entry Right shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the holders preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate or with respect to any Ordinary Shares otherwise deemed to be Beneficially Owned by any of the foregoing; and any Book Entry Right intended for transfer to an Acquiring Person or other Person whose Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company would be null and are also available upon written request void pursuant to the Companypreceding sentence shall be cancelled. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of The Company shall give the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions written notice of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise identity of any Right such Acquiring Person, Associate or Rights evidenced hereby (other than fractions which are integral multiples Affiliate, or the nominee of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder foregoing, and the Rights Agent may rely on such written notice in carrying out its duties under this Agreement and shall be deemed not to have any knowledge of the Company identity of any such Acquiring Person, Associate or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereofAffiliate, or to give or withhold consent to the nominee of any corporate actionof the foregoing, or, to receive notice of meetings or other actions affecting shareholders (except as provided in unless and until the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate Agent shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agentreceived such written notice.

Event. The Rights evidenced by this Right Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number of one one-thousandths of a share of Preferred Stock or the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Section 11(a)(ii) Events and Section 13 Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as it may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above- mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day - Stock Acquisition Time (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final close -- of business on the Expiration DateDate (as defined in the Rights Agreement). Subject to the provisions of the Rights Agreement, the rights evidenced by this Right Certificate may be exchanged in whole or part for shares of Common Stock or fractional shares of Preferred Stock (or any other substantially similar series of preferred stock of the Company). No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company in any respect whatsoever up until the Stock Acquisition Time and thereafter in certain respects which do not adversely affect the interests of holders of Right Certificates (other than an Acquiring Person or the Affiliates or Associates thereof). No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Subject to the provisions of the Rights Agreement, this Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, with the Form of Election and Certificate set forth on the reverse side duly executed, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Stock Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its optionredeemed, with subject to the approval of at least a majority of the Continuing Directors (as such term is defined in the Rights Agreement)Directors, at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day third Business Day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and ), (ii) the tenth Business Day after a determination that a Person is an Adverse Person, or (iii) the Final Expiration Date. After the expiration of the redemption period, the Company's right of redemption may be reinstated, subject to the approval of at least a majority of the Continuing Directors, if either (A) an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding Common Shares in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons, or (B) there is approval of the merger of the Company with, or acquisition of the Company by, a Person unrelated to the Acquiring Person and such reinstatement is part of the approval of such transaction subject to the provisions of the Rights Agreement, the Company may, at its option, at any time after a Section 11(a)(ii) Event, subject to the approval of at least a majority of the Continuing Directors, exchange all or part of the Rights evidenced by this Certificate for Preferred Stock Fractions or, upon an appropriate Section 11(a)(ii) Election, Common Shares. No fractional Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receiptsStock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Stock or of any other securities of the Company (including Common Shares) which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated: March 2, 1999. ATTEST: ......... PENN NATIONAL GAMING, INC. /s/ ▇▇▇▇▇▇ ▇. Ippolito____________________ By:_/s/ ▇▇▇▇▇ ▇. Carlino___________ Title:_Chairman and CEO Countersigned: CONTINENTAL STOCK TRANSFER AND TRUST COMPANY By:__________________________ Authorized Officer [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 ---------------------------------------------------- ------------------------------------------------------------------------------ (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

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Right Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and are also available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 .0001 per Right, payablepayable in shares of Common Stock, at the option of the Company, in cash or Common Shares, any other form of consideration deemed appropriate by the Board of Directors at any time prior to the earlier of the close of business on (i) the Close of Business on the tenth calendar day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Stock Acquisition Date (as such term is defined in or, if the Rights Agreement) and Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth calendar day following the Record Date), or (ii) the Close of Business on the Final Expiration Date. In addition, the Rights may be exchanged at the Company's option, in whole or in part, for shares of Common Stock in the manner provided in the Rights Agreement, or shares of preferred stock of the Company having substantially the same value and economic rights as such shares. Immediately upon the action of a majority of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 2002 PHARMACOPEIA, INC. By Name: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Authorized Signature FOR VALUE RECEIVED, hereby sells, assigns and transfers unto: this Right Certificate, together with all right, title and interest herein, 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. Signature Signature Guaranteed: _____________________ Signatures must be guaranteed by a member firm of a registered United States national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless the Board of Directors shall have made a determination that a Person is an Adverse Person) be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .02 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration DateJune 10, 1998. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________ __, 19__ ATTEST: NEWPORT NEWS SHIPBUILDING INC. ____________________________ By____________________________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By___________________________ Authorized Signature -4- [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______________________________________________________ (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: _____________________, 19__ ---------------------------- Signature Signature Guaranteed:

Event. The Rights evidenced by this Right Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number of one two-hundredths of a Preferred Share or the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Section 11(a)(ii) Events and Section 13 Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as it may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercisedAgent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day Stock Acquisition Time (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final close of business on the Expiration DateDate (as defined in the Rights Agreement). Subject to the provisions of the Rights Agreement, the rights evidenced by this Right Certificate may be exchanged in whole or part for Common Shares or fractional Preferred Shares (or any other substantially similar series of preferred shares of the Company). No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths two-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company in any respect whatsoever up until the Stock Acquisition Time and thereafter in certain respects which do not adversely affect the interests of holders of Right Certificates (other than an Acquiring Person or the Affiliates or Associates thereof). No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. 3

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which that may be ----------------------- 1 The portion of the legend in brackets shall be inserted in place of the preceding sentence if applicable. purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions terms of the Rights Agreement, which terms, provisions and conditions terms are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been unless countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, 20__. ATTEST: GRAPHIC PACKAGING INTERNATIONAL CORPORATION By: --------------------------------- 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 to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers 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 Medallion Signature Guarantee: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __,

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and hereof, to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such the Rights represented hereby under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices executive office of the Company and at the designated office of the Rights Agent and are also available upon written request to the Secretary of the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the designated office or offices of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent designated for such purposemay reasonably request, may be exchanged for another Rights Certificate one or more Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like the same aggregate number of one fourhundredths shares of a Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive receive, upon surrender hereof another Rights Certificate hereof, one or more Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 .01 per Right, payableor (ii) may be exchanged, at the option in whole or in part, for shares of Preferred Stock or shares of the Company's Common Stock, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date$.01 par value. No fractional share of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced represented hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred Share, which may, at the election of the Company, be evidenced by depositary receiptsStock), but in lieu thereof a cash payment will be made, made as provided in the Rights Agreement. No holder holder, as such, of this Rights Certificate shall be entitled to vote or vote, to receive dividends or other distributions or to exercise any preemptive rights, or shall be deemed for any other purpose to be the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, ; nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any other matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), ) or to receive dividends dividends, subscription rights or subscription rights, or otherwiseother distributions, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.

Event. The Rights evidenced by this Right Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number of one two-hundredths of a share of Preferred Stock or the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Section 11(a)(ii) Events and Section 13 Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as it may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths two-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.Rights

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and are also available upon written request to the Companyabove-mentioned offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Series E Preferred Share Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at its optiona redemption price of $.0001 per Right, with the approval payable in shares of a majority of the Continuing Directors Common Stock (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, any other form of consideration deemed appropriate by the Board of Directors at any time prior to the earlier of the close Close of business Business (as such term is defined in the Rights Agreement) on (i) the tenth calendar day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following or (ii) the Share Acquisition Final Expiration Date (as such term is defined in the Rights Agreement). In addition, the Rights may be exchanged at the Company's option, in whole or in part, for shares of Common Stock in the manner provided in the Rights Agreement, or shares of preferred stock of the Company having substantially the same value and economic rights as such shares. Immediately upon the action of a majority of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and (ii) the Final Expiration DateRights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Series E Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Series E Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Series E Preferred Shares Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, ________ ORAPHARMA, INC. By: ____________________________ Name: Title: [SEAL] Attest: By: ____________________________ Name: Title: Countersigned: STOCKTRANS, INC., 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, _______________________ hereby sells, assigns and transfers unto: __________________________________________________ (Please print name and address of transferee) __________________________________________________ (Please insert social security or other identifying number of the transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ __________________________ Signature Signature Guaranteed:_________________________ Signatures must be guaranteed by a member firm of a registered United States national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender surrender, at the principal office or offices of the Rights Agent Agent, designated for such purpose, in New York, New York, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandth of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate, and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby hereby, (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of -----------, 19-- ATTEST: SCIENTIFIC-ATLANTA, INC. ------------------------- By----------------------- Secretary Title: Countersigned: THE BANK OF NEW YORK 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.) Please print social security or other identifying number of the transferor: ------------------- FOR VALUE RECEIVED -------------------------------------- hereby sells, assigns and transfers unto ---------------- --------------------------------------------------------- (Please print name and address of transferee) --------------------------------------------------------- (Please print social security or other identifying number of the 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: ------------------, 19-- -------------------------------- Signature Signature Guaranteed: ----------------------------------- Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths (1/100ths) of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth (1/100th) of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, ____ ATTEST: TOSCO CORPORATION __________________________________ By:__________________________ Secretary Title: Countersigned: BANKBOSTON 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_____________________________________________ hereby sells, assigns and transfers 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 Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Rights Agreement)Event. This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may (unless the Board of Directors shall have made a determination pursuant to Section 11(a)(ii)(B) of the Rights Agreement that a Person is an Adverse Person) be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (ia) the tenth business day following notice to the Board of Directors of the occurrence of the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (iib) the Final Expiration Date. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 19__ SOVEREIGN BANCORP, INC.

Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of the close of business on (i) the Close of Business on the tenth business day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Stock Acquisition Date (as such term is defined in or, if the Rights Agreement) and Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth business day following the Record Date), or (ii) the Close of Business on the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Board. After the expiration of the Redemption Period, the Company’s right of redemption may be reinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by two-thirds of the Board. At any time after a Person becomes an Acquiring Person and prior to the acquisition by such Person of 50% or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Board to have the same value as shares of Common stock, subject to adjustment. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: WABASH NATIONAL CORPORATION By: Name: Title: Countersigned: By: Authorized Signature (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 (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 Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of one one-hundredth of a share of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Stock Acquisition Date (as such term is defined in the Rights Agreement) Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ____ CHICAGO RIVET & MACHINE CO. By: Name: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: Authorized Signature Please print social security or other identifying number of the transferor:________________________ FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto: 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 Signature Guaranteed:__________________________ The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares shares of Preference Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a Preferred Share share of Preference Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preference stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest. No fractional Preferred Shares shares of Preference Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a Preferred Shareshare of Preference Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares shares of Preference Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________________, _____ ATTEST: BETHLEHEM STEEL CORPORATION ____________________ By ___________________________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK, 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 ________________________________________________________ ______________ hereby sells, assigns and transfers 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 within-named Company, with full power of substitution. Dated: __________________, ___ ____________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which securities, that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein in this Rights Certificate by reference and made a part hereof of this certificate and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific certain circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be is exercised in part, the holder shall will be entitled to receive upon surrender hereof of this Rights Certificate another Class [A] [B] Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth day following the occurrence of a Section 11(a)(ii) Event (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. In addition, in certain circumstances the Rights may be exchanged, in whole or in part, for shares of the Class [A] [B] Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights that are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall will be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Rights Agreement or herein be construed to confer upon the holder hereofof this certificate, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file Upon surrender at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purposepurpose and subject to the terms and conditions set forth in the Rights Agreement, any Rights Certificate or Certificates may be transferred or exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Rights as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercisedsurrendered. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by Board of Directors of the Company may, at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, a) at any time prior to the earlier of (i) the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to after the Rights Agreement) following the Share Stock Acquisition Date (or such later date as a majority of the Continuing Directors may designate prior to such term is defined in time as the Rights Agreementare no longer redeemable) and (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right; or (b) at any time after any Person becomes an Acquiring Person (but before such Person becomes the Beneficial Owner of 50% or more of the shares of Voting Stock then outstanding), exchange all or part of the then outstanding Rights (other than Rights held by the Acquiring Person and certain related Persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If the Rights shall be exchanged in part, the holder of this Right Certificate shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exchanged. No fractional shares of Series A Preferred Shares will Stock are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Series A Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. No holder of this Rights Right Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or shares of any other securities of the Company capital stock which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths 1/1,000ths of a Preferred Share as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have then entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (a) may, but are not required to, be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, subject to adjustment as provided in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement, payable in cash, and (b) following may, but are not required to, be exchanged by the Share Acquisition Date Company in whole or in part for Common Shares (as such term is defined in the Rights Agreement) or other shares of capital stock of the Company. The Board of Directors of the Company and (ii) the Final Expiration DateCompany shall not have any liability to any person as a result of the redemption or exchange of the Rights pursuant to the provisions of the Rights Agreement. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions fractional shares which are integral multiples of one fourhundredths 1/1,000th of a Preferred Share, or, if a Right shall then be exercisable for a fraction other than 1/1,000th of a Preferred Share, integral multiples of that fraction, which may, at the election of the Company, be evidenced by depositary receipts), but if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. No holder of this Rights Certificate Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned countersigned, manually or by facsimile signature, by the Rights Agent. WITNESS the manual or facsimile signature of the proper officer of the Company. Dated as of , 20___. GRACO INC. By Title: Countersigned: ▇▇▇▇▇ FARGO BANK, N.A., By: Title: 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: , 20___ Signature Signature Medallion Guaranteed: Signatures must be medallion guaranteed by a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States or by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guaranty medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the 3 100 Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day Business Day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock 4 101 Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one- hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth fifteenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and or (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder holder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, 19__ ATTEST: INLAND STEEL INDUSTRIES, INC. By________________________ By________________________ Secretary Title Countersigned: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK By________________________ Authorized Signature

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .05 per Right, payable, at the option election of the CompanyCorporation, in cash or shares of Common SharesStock, at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement), (ii) the tenth day following the Share Acquisition Date date any person or group first becomes a Triggering 5% Stockholder (as such term is defined in time period may be extended or shortened pursuant to the Rights Agreement) and ), or (iiiii) the Final Expiration Date. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the CompanyCorporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of ________________, ____ ATTEST: BALLY ENTERTAINMENT CORPORATION _____________________ By:________________________ Secretary Name: Title: Countersigned: CHEMICAL 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_____________________________________________________________ hereby sells, assigns and transfers 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 Corporation, with full power of substitution. Dated:____ ________________, 19__ _______________________ Signature Certificate ___________ The undersigned hereby certifies by checking the appropriate boxes that:

Event. In certain circumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Rights Agreement)Event. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent and are also available from the Rights Agent upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one fourhundredths Rights equal to the aggregate number of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share ), other than a Stock Acquisition Date (that occurs as such term is defined in the Rights Agreement) a result of a Qualifying Offer, and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock of the Company. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights shall require the concurrence of a majority of the Independent Directors. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred Share, which may, at the election of the Company, be evidenced by Stock or depositary receiptsreceipts representing such fractions), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or of subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, __________ ELECTROGLAS, INC. By:____________________________ Name: Title: President By:____________________________ Name: Title: Secretary Countersigned: BANKBOSTON, N.A. as 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 ____________________ hereby sells, assigns and transfers 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 Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:

Event. As provided in Subject to the provisions of the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon (i) may be redeemed by the happening Company, at its option, at a redemption price of certain events, including Triggering Events $0.01 per Right or (as such term is defined ii) may be exchanged by the Company in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a whole or in part hereof and to which Rights Agreement reference is hereby made for a full description one share of the rightsCommon Stock per Right, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of substantially equivalent rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one fourhundredths of a Preferred Share securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions No fractional portion less than integral multiplies of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval one one-hundredth of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Preferred Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)evidence hereby, but in lieu thereof thereof, a cash payment will be made, made as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________________, 19_____. LEASING SOLUTIONS, INC. By: _____________________________________ Name: ___________________________________ Title: __________________________________ BANKBOSTON, N.A. (AS RIGHTS AGENT) By: _____________________________________ Name: ___________________________________ Title: __________________________________ -B5- [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________________________________________________ (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: _____________________, 19_____ ____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other member of a medallion signature guarantee program approved by the Securities Transfer Association.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject Under certain circumstances, and subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option or (ii) exchanged in whole or in part for shares of the Company's Common Stock, in cash or Common Shares$0.01 par value, at any time prior to the earlier and/or other equity securities of the close Company deemed to have the same value as shares of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration DateCommon Stock. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings meeting or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________________ [Seal] ATTEST: BERRY PETROLE▇▇ ▇▇MPANY _________________________ By: ___________________________ Secretary Name: Title: B-3 B-4 Countersigned: ChaseMellon Shareholder Services, L.L.C., 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 ______________________________________ hereby sells, assigns and transfers 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 Signature Guaranteed: __________________________ Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided In certain circumstances described in the Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind registered holder thereof to purchase shares of Preferred Shares capital stock of an entity other than the Company or receive cash or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain eventsassets, including Triggering Events (all as such term is defined provided in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementCertificates. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent and are also available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one fourhundredths Rights equal to the aggregate number of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, payable at the Company's option of the Company, in cash or in Common SharesStock, at any time prior subject to the earlier of the close of business on (i) the tenth day (adjustment in certain events as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company. Dated as of __________________.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths ten-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .00001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. In addition, the Rights may be exchanged at the Company's option, in whole or in part, for shares of Common Stock in the manner provided in the Rights Agreement, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths ten-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, _____ ADOLOR CORPORATION By:__________________________ Name: Title: Countersigned: StockTrans, as Rights Agent By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Pres. ___________________________ 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.) Please print social security or other identifying number of the transferor:________________________ FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto: __________________________________________________ (Please print name and address of transferee) __________________________________________________ (Please print social security or other identifying number of the 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 Signature Guaranteed:__________________________ Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. 1 The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares (or the amount of cash, property, Common Stock or other securities which securities) that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined those specified in Section 11(a)(ii) and Section 13 of the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth business day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Shares Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration DateDate (as such terms are defined in the Rights Agreement). In the event that a majority of the Board is no longer comprised of Continuing Directors (as defined in the Rights Agreement), then for the maximum period allowed under Maryland law following the time that a majority of the Board is no longer comprised of Continuing Directors, the rights cannot be redeemed unless there are Continuing Directors and a majority of the Continuing Directors concur with the Board's decision to redeem the rights. In addition, under certain circumstances, at any time after any person becomes an Acquiring Person, the Rights may be exchanged, in whole or in part, for Common Stock or preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), ) but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. Witness the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________________. Attest: Global Self Storage, Inc. By: By: Name: Name: Title: Title: Countersigned: American Stock Transfer & Trust Company, LLC, 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 __________________________________ hereby sells, assigns and transfers 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 Signature Medallion Guaranteed: Signatures must be medallion guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person, or an Affiliate or Associate thereof. Signature

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth fifteenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and or (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder holder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 19__ ATTEST: COMDISCO, INC. ________________________ By________________________ Secretary 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.) Please print social security or other identifying number of the transferor:________________________ FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto: --------------------------------------------------- (Please print name and address of transferee) --------------------------------------------------- (Please print social security or other identifying number of the 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: __________________, 19__ --------------------------- Signature Signature Guaranteed:__________________________ Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Stock Fractions (as defined in the Rights Agreement) as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close Close of business Business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreementdate on which a Section 11(a)(ii) following the Share Acquisition Date (as such term is defined in the Rights Agreement) Event occurs and (ii) the Final Expiration Date. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred ShareStock Fractions, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________ __, 19__ ATTEST: Union Camp Corporation _______________________ By________________________ Secretary Title: Countersigned: _______________________ 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 ________________________________________ hereby sells, assigns and transfers 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: _______________, 19___ ___________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Per Right Purchase Price and the number and kind of Preferred Shares or shares of Common Stock (or, in certain circumstances, other securities securities) which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder here- under of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Rights Agent, and at the executive offices of the Company and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the designated office or offices of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent designated for such purposemay reasonably request, may be exchanged for another Rights Right Certificate or Rights Certificates Right Certifi- cates of like tenor and date evidencing Rights entitling the holder t▇▇ ▇older to purchase a like aggregate number of one fourhundredths shares of a Preferred Share Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time Right prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Shares Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration DateDate (as such term is defined in the Rights Agreement) or (b) may be exchanged in whole or in part for shares of Common Stock and/or other securities, cash or other assets of the Company deemed to have the same value as shares of Common Stock, at any time after a Section 11(a)(ii) Event. The Rights Agreement may be amended without the approval of the holders of the Rights as and to the extent set forth therein. No fractional Preferred Shares shares of Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders share- holders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised or exchanged for Common Stock as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers of the Company and its corporate seal. Dated as of September 18, 1998. [SEAL] ATTEST: CONNECTICUT ENERGY CORPORATION By: By: Name: Name: Title: Title: Countersigned: BOSTON EQUISERVE LIMITED PARTNERSHIP 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 Certificates.) FOR VALUE RECEIVED hereby ___________________________ sells, assigns and transfers unto ___________________________ _____________________________________________________________ (please print name and address of transferee) _____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________, ____ ________________________ Signature Signature Guaranteed: (Signatures must be guaranteed.)

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one- thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and or (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder holder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, _____ PRISM FINANCIAL CORPORATION By ___________________________ Name: Title: Countersigned: LASALLE BANK NATIONAL ASSOCIATION, 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.) Please print social security or other identifying number of the transferor:________________________ FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto: _____________________________________________ (Please print name and address of transferee) _____________________________________________ (Please print social security or other identifying number of the 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 Signature Guaranteed:__________________________ Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates Right Certificate of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths shares of a Preferred Share Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates Right Certificate surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .05 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Shares Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights shall require the concurrence of a majority of the Continuing Directors. No fractional Preferred Shares shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of______________________________. Attest: GRC INTERNATIONAL, INC. By:_________________________________ By:_____________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Vice President, General Counsel President and Chief Executive & Secretary Officer Countersigned: Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY By:______________________________ By:____________________________ Printed Name:____________________ Printed Name:__________________ Title:___________________________ 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____________________________________________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________________________________ as Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Date:___________________________ ________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. In certain circumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Rights Agreement)Event. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent and are also available from the Rights Agent upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one fourhundredths Rights equal to the aggregate number of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share ), other than a Stock Acquisition Date (that occurs as such term is defined in the Rights Agreement) a result of a Qualifying Offer, and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock of the Company. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights shall require the concurrence of a majority of the Independent Directors. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred Share, which may, at the election of the Company, be evidenced by Stock or depositary receiptsreceipts representing such fractions), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or of subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, __________ ORGANIC, INC. By: --------------------------------- Name: Mich▇▇▇ ▇▇▇▇▇ Title: President By: --------------------------------- Name: Marg▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇el Title: Secretary Countersigned: EquiServe Trust Company, N.A. as 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 ____________________ hereby sells, assigns and transfers 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 Signature Guaranteed:

Event. The Rights evidenced by this Right Certificate shall not be exercisable, and shall be null and void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a share of Preferred Stock or the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Section 11(a)(ii) Events and Section 13 Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as it may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day Stock Acquisition Time (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final close of business on the Expiration DateDate (as defined in the Rights Agreement). Subject to the provisions of the Rights Agreement, the rights evidenced by this Right Certificate may be exchanged in whole or part for shares of Common Stock or fractional shares of Preferred Stock (or any other substantially similar series of preferred stock of the Company). No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. Other than those provisions relating to the redemption price of the Rights and the Expiration Date, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company in any respect whatsoever up until the Stock Acquisition Time and thereafter in certain respects which do not adversely affect the interests of holders of Right Certificates (other than an Acquiring Person or the Affiliates or Associates thereof). No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold with hold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Rights Agreement)Event. This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Bank, and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may (unless the Board of Directors shall have made a determination pursuant to Section 11(a)(ii)(B) of the Rights Agreement that a Person is an Adverse Person) be redeemed by the Company Bank at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (ia) the tenth twentieth business day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (iib) the Final Expiration Date. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the CompanyBank, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company Bank which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Bank or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Bank and its corporate seal. Dated as of _________________, ____ LIBERTY SAVINGS BANK, F.S.B.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths (1/1000ths) of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth (1/1000th) of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ ___, ________

Event. As provided The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. In certain circumstances described in the Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind registered holder thereof to purchase capital stock of Preferred Shares an entity other than the Company or to receive common stock, cash or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain eventsassets, including Triggering Events (all as such term is defined provided in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementCertificates. Copies of the Rights Agreement are on file at the principal offices office of the Company and are also available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one fourhundredths Rights equal to the aggregate number of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may shall be redeemed by the Company at its option, with the upon approval of a majority holders of at least 55% of the Continuing Directors (as such term is defined in common stock of the Rights Agreement), Company under certain circumstances at a redemption price of $.0025 0.01 per Right, payable, payable at the Company's option in cash or in common stock of the Company, subject to adjustment in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, certain events as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: MINE SAFETY APPLIANCES COMPANY ____________________ By_______________________ Secretary Title: Countersigned: NORWEST BANK MINNESOTA, N.A. By______________________ Authorized Signature ------------- 1 The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. [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: ___________________, 19__ --------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one- thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day Business Day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or or, upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________ ___, ___ ATTEST: divine interVentures, inc. ___________________________________ By:_______________________________ Secretary Title: Countersigned: COMPUTERSHARE INVESTOR SERVICES, LLC By:________________________________ Authorized Signature B-3 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 (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 Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. 1 The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares (or the amount of cash, property, Common Stock or other securities which securities) that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined those specified in Section 11(a)(ii) and Section 13 of the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth business day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Shares Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration DateDate (as such terms are defined in the Rights Agreement). In the event that a majority of the Board is no longer comprised of Continuing Directors (as defined in the Rights Agreement), then for the maximum period allowed under Maryland law following the time that a majority of the Board is no longer comprised of Continuing Directors, the rights cannot be redeemed unless there are Continuing Directors and a majority of the Continuing Directors concur with the Board's decision to redeem the rights. In addition, under certain circumstances, at any time after any person becomes an Acquiring Person, the Rights may be exchanged, in whole or in part, for Common Stock or preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), ) but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. Witness the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________________. By: By: Name: Name: Title: Title: American Stock Transfer & Trust Company, LLC, as Rights Agent By: [Authorized Signature] (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 _________________________________________________________________________ ____________________________________________________ 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 Signatures must be medallion guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person, or an Affiliate or Associate thereof. Signature

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders holder of the Rights Certificates Certificate, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent as set forth in the Rights Agreement and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Stock Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and are also available upon written request to the Companyoffices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Common Shares as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at its optiona redemption price of $.001 per Right, with payable in cash, Company Securities or any other form of consideration deemed appropriate by the approval Company's Board of a majority Directors at any time prior to the earlier of the Continuing Directors Close of Business (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business ) on (i) the tenth calendar day following the Shares Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and or (ii) the Final Expiration Date. Immediately upon the action by the Board of Directors of the Company authorizing any such exchange, and without any further action or notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional Preferred Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________________________. AmeriSource Health Corporation By: --------------------------- Attest: By: -------------------------- Countersigned: Mellon Investor Services LLC By: -------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates) FOR VALUE RECEIVED --------------------------------------------------- hereby sells, assigns and transfers unto ---------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, _____ _________________________________ Signature Signature Guaranteed:_______________________ Signatures must be guaranteed by a member firm of a registered United States national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Rights Agent, and at the executive offices of the Company and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the designated office or offices of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent designated for such purposemay reasonably request, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandth of a share of Preferred Share Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash Right or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) exchanged by the Final Expiration DateCompany in whole or in part for shares of common stock or Preferred Stock. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . [SEAL] ATTEST: TRIMAS CORPORATION 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.)

Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of above-mentioned the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths Units of a Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth fifteenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Stock Acquisition Date (as such term is defined in period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration DateDate (as such date may be extended pursuant to the Rights Agreement). After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transaction not involving the Company. The rights may not be redeemed after any Person has been declared an Adverse Person. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are Units, including integral multiples of one fourhundredths Units, of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares or Units of Preferred Shares Stock or of any other securities of the Company which or any other Person that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any other Person or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, rights or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of___________ ___, ____ ATTEST: STANDARD MICROSYSTEMS CORPORATION -------------------------------- By Secretary 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 hereby sells, assigns and transfers 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 Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .05 per Right, payable, at the option election of the Company, (A-2) 42 in cash cash, shares of Common Stock, or Common Sharessuch other consideration as the Board of Directors may determine, at any time prior to the earlier of the close of business on (i) the tenth day Business Day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's right of redemption may be reinstated if each Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give give, consent to or withhold consent to from any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of 19 . ------------------,---- -----

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Class B-4 Rights evidenced by this Class B-4 Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Class B-4 Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Rights Certificates, the Class B-1 Rights Certificates, the Class B-2 Rights Certificates, the Class B-3 Rights Certificates and the Class B-4 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B-4 Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company and are also available upon written request to the Company. This Class B-4 Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B-4 Rights Certificate or Class B-4 Rights Certificates of like tenor and date evidencing Class B-4 Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Class B-4 Rights evidenced by the Rights Certificate or Class B-4 Rights Certificates surrendered shall have entitled such holder to purchase. If this Class B-4 Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class B-4 Rights Certificate or Class B-4 Rights Certificates for the number of whole Class B-4 Rights not exercised. Subject to the provisions of the Rights Agreement, the Class B-4 Rights evidenced by this Class B-4 Rights Certificate may be redeemed by the Company at its optionmay, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, each case at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on be (i) redeemed by the tenth day (as such time period may be extended Company at its option at a redemption price of $1.00 per Right or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) exchanged in whole or in part for shares of Class A Common Stock or other securities of the Final Expiration DateCompany. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Class B-4 Rights will terminate and the only right of the holders of Class B-4 Rights will be to receive the redemption price. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Class B-4 Right or Class B-4 Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Class B-4 Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class B-4 Right or Class B-4 Rights evidenced by this Class B-4 Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class B-4 Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, ____ ATTEST: CHICAGO MERCANTILE EXCHANGE INC. ______________________________ By:_________________________________ Secretary Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT By:___________________________ Authorized Signature [Form of Reverse Side of Class B-4 Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class B-4 Rights Certificate.) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto ______________________________________________________________________________ (Please print name and address of transferee) this Class B-4 Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Class B-4 Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or shares of Common Stock (or, in certain circumstances, other securities securities) which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementRight Certificates. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Rights Agent, and at the executive offices of the Company and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the designated office or offices of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent designated for such purposemay reasonably request, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths shares of a Preferred Share Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time Right prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Shares Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration DateDate or (b) may be exchanged in whole or in part for shares of Common Stock and/or other securities, cash or other assets of the Company deemed to have the same value as shares of Common Stock, at any time after a Section 11(a)(ii) Event. The Rights Agreement may be amended without the approval of the holders of the Rights as and to the extent set forth therein. No fractional Preferred Shares shares of Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised or exchanged for Common Stock as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. In certain circumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Rights Agreement)Event. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent and are also available from the Rights Agent upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one fourhundredths Rights equal to the aggregate number of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share ), other than a Stock Acquisition Date (that occurs as such term is defined in the Rights Agreement) a result of a Qualifying Offer, and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock of the Company. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights shall require the concurrence of a majority of the Independent Directors. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred Share, which may, at the election of the Company, be evidenced by Stock or depositary receiptsreceipts representing such fractions), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or of subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________________, 19__.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-thousandths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth fifteenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and or (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-thousandth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder holder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _____________, 19__ ATTEST: COMDISCCO, INC. ------------------------ By________________________ Secretary 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.) Please print social security or other identifying number of the transferor:________________________ FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto: --------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------- (Please print social security or other identifying number of the 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: __________________, 19__ --------------------------- Signature Signature Guaranteed:__________________________ Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares shares of Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). The Continuing Directors may (i) increase the number of shares issuable upon exercise of the Rights and (ii) decide to exchange all or part of the exercisable Rights for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths shares of a Preferred Share Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless the Board of Directors shall have made a determination that a Person is an Adverse Person) be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth twentieth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration DateDate (as such time period may be extended pursuant to the Rights Agreement). No After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. The Company is not required to issue fractional Preferred Shares will be issued shares of Common Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Sharehereby, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned for any purpose by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of one-fiftieths of a Preferred Shares Share or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company Corporation and are also available upon written request to the Companyprincipal office or offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths of a Preferred Share Shares or other securities as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at its option, with a redemption price of $.0l per Right (subject to adjustment as provided in the approval of a majority of the Continuing Directors Rights Agreement) payable in cash or Common Shares (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one-fiftieth or integral multiples of one fourhundredths one-fiftieth of a Preferred Share, which may, at the election of the CompanyCorporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and or (ii) the Final Expiration Date. For 180 days following a change in control of the Board of Directors of the Company, that has not been approved by the Board of Directors, occurring within 270 days of an unsolicited third party acquisition or business combination proposal, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and/or any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of determining the effectiveness of such redemption) are able to establish the entire fairness of such redemption, and, if applicable, such transaction. In addition, the Rights may be exchanged, in whole or in part, for shares of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder holder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of --------------, ---- ATTEST: CHICAGO RIVET & MACHINE CO. By By ------------------------ ---------------------------- Secretary Title Countersigned: First Chicago Trust Company of New York, as Rights Agent By --------------------- Authorized Signature 70 [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.) Please print social security or other identifying number of the transferor: ------------------------------- FOR VALUE RECEIVED, hereby sells, assigns and transfers ----------------------- unto: -------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------------- (Please print social security or other identifying number of the 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: 19 ------------------, -- --------------------------- Signature Signature Guaranteed: -------------------------- Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares shares of Common Stock or other capital stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths shares of a Preferred Share Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the members of the Board of Directors and a majority of any Independent Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person or an Adverse Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. No fractional Preferred Shares shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, 20__. ATTEST: ALL AMERICAN SEMICONDUCTOR, INC. By: ----------------------------------------- ----------------------------- Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: ----------------------------------------- Authorized Signature A-3 [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____________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together will 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:_____________________, 20__. -------------------------------------- Signature Signature Guaranteed: -------------------------- -------------------------------------- Print Name CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Event. In certain circumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive Exchangeable Shares, cash or other assets, all as provided in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Exchangeable Shares or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Rights Agreement)Event. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent and are also available from the Rights Agent upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one fourhundredths Rights equal to the aggregate number of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 U.S.$0.01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share ), other than a Stock Acquisition Date (that occurs as such term is defined in the Rights Agreement) and a result of a Qualifying Offer, or (ii) the Final Expiration Date. No fractional Preferred Exchangeable Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Exchangeable Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or of subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , JDS UNIPHASE CANADA LTD. Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Secretary Countersigned: CIBC MELLON TRUST COMPANY 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 ____________________ hereby sells, assigns and transfers 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 Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement)Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths (1/100ths) of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth (1/100th) of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, ____ ATTEST: ASA INTERNATIONAL LTD. ________________________________ By: ______________________ Secretary Title: Countersigned: [_______________________] 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 _____________________________________________ 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 Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths shares of a Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be exchanged in whole or in part for shares of the Company's Common Stock, without par value, and/or other equity securities of the Company deemed to have the same value as shares of Common Stock, at any time prior to a person's becoming the beneficial owner of 50% in more of the shares of Common Stock outstanding, and (ii) may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Distribution Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated under the circumstances described in the Rights Agreement. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of May 14, 1990 ATTEST: KENT ELECTRONICS CORPORATION By: ------------------------ -------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Secretary Chairman of the Board Countersigned: CHASEMELLON SHAREHOLDER SERVICES L.L.C. By: ------------------------------- Name: ------------------------------- Title: ---------------------------- B-3 [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.)

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company Corporation and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) Business Day following the Share Stock Acquisition Date (as such term is defined in the Rights Agreement) Date, and (ii) the Final Expiration Date. No fractional In addition, subject to the provisions of the Rights Agreement, the Rights may be exchanged under certain circumstances by the Corporation, in whole or in part, for shares of Common Stock, or for Preferred Shares will be issued Stock or shares of another series of Preferred Stock of the Corporation having equivalent preferences, limitations and relative rights. Immediately upon the exercise action of the Board of Directors of the Corporation authorizing any Right such exchange, and without any further action or any notice, the Rights evidenced hereby (other than fractions Rights which are integral multiples of one fourhundredths not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. hundredth of a share of Preferred ShareStock, which may, at the election of the CompanyCorporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.. WITNESS the facsimile signature of the duly authorized officers of the Corporation and its corporate seal. Dated as of __________ ___, _____ ATTEST: INVESTORS TITLE COMPANY [Corporate Seal] By_____________________ By ___________________________ Secretary Title: Countersigned: CENTRAL CAROLINA BANK By____________________________ Authorized Signatory B-3 [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__________________________________________________________ ____________________________________________________________________________ (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 Corporation, with full power of substitution. Dated: ___, ______ ___________________________ (Signature) Signature Guaranteed:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths one-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 0.01 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and or (ii) the Final Expiration Date. For 180 days following a change in control of the Board of Directors of the Company, that has not been approved by the Board of Directors, occurring within 270 days of an unsolicited third party acquisition or business combination proposal, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and/or any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of determining the effectiveness of such redemption) are able to establish the entire fairness of such redemption, and, if applicable, such transaction. In addition, the Rights may be exchanged, in whole or in part, for shares of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths one-hundredth of a share of Preferred ShareStock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder holder, as such, of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Shares Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or, or to receive notice of meetings or other actions affecting shareholders stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ____ ATTEST: CHICAGO RIVET & MACHINE CO. By________________________ By_____________________________ Secretary Title Countersigned: First Chicago Trust Company of New York, 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.) Please print social security or other identifying number of the transferor:________________________ FOR VALUE RECEIVED, _______________________ hereby sells, assigns and transfers unto: ------------------------------------------ (Please print name and address of transferee) ------------------------------------------ (Please print social security or other identifying number of the 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: __________________, 19__ --------------------------- Signature Signature Guaranteed:__________________________ Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Event. The Rights evidenced by this Right Certificate shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number of one two-hundredths of a share of Preferred Stock or the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Section 11(a)(ii) Events and Section 13 Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as it may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths two-hundredths of a share of Preferred Share Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), at a redemption price of $.0025 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices of the Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths four-hundredths of a Preferred Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .01 per Right, payable, at the option of the Company, in cash or Common Shares, at any time prior to the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths four-hundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal. Dated as of: ATTEST: CIRCUIT CITY STORES, INC. ______________________________ By: _________________________ Title: Title: Countersigned: [INSERT NAME OF 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 Certificates.) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers 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-named Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________, ____ ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. B-2-5 CORP 62338.7 Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that: (i) this Rights Certificate [ ] is [ ] is not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and (ii) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: ______________, ____ _____________________________ Signature Notices The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. [Form of Reverse Side of Rights Certificate -- continued] FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Rights Certificate.) To: Circuit City Stores, Inc. The undersigned hereby irrevocably elects to exercise __________________________ Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: _______________, ____ ______________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. Dated: ____________ , ____ _____________________________ Signature Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Rights Agreement)Event. This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Rights Certificates Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices above-mentioned office of the Company Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one fourhundredths shares of a Preferred Share Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may (unless the Board of Directors shall have made a determination pursuant to Section 11(a)(ii)(B) of the Rights Agreement that a Person is an Adverse Person) be redeemed by the Company at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at the option of the Company, in cash or Common Shares, Right at any time prior to the earlier of the close of business on (ia) the tenth business day following notice to the Board of Directors of the occurrence of the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) ), and (iib) the Final Expiration Date. No fractional Preferred Shares shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths shares of a Preferred ShareCommon Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, 20__ FIRST LEESPORT BANCORP, INC. By________________________________ Title: Attest:___________________________ Secretary Countersigned: ___________________________ 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 ______________________________________ hereby sells, assigns and transfers 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:___________________, 20__ ___________________________________ Signature Signature Guaranteed: _____________________________ Signatures must be guaranteed by a participant in a Securities Transfer Association, Inc. recognized Signature Guarantee Medallion Program.

Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This The Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rightsRights, limitations of rightsRights, and obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates Certificates, which limitations of rights Rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal offices office of the Company Rights Agent and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number amount of one fourhundredths of a Preferred Share securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company Corporation at its option, with the approval of a majority of the Continuing Directors (as such term is defined in the Rights Agreement), option at a redemption price of $.0025 .001 per Right, payable, at Right or (ii) exchanged by the option of the Company, Corporation in cash whole or part for Common Shares, at any time prior to substantially equivalent rights, or other consideration as determined by the earlier of the close of business on (i) the tenth day (as such time period may be extended or shortened pursuant to the Rights Agreement) following the Share Acquisition Date (as such term is defined in the Rights Agreement) and (ii) the Final Expiration DateCorporation. No fractional shares of Preferred Shares Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one fourhundredths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.one-thousandth