Common use of Amendment of Rights Agreement Clause in Contracts

Amendment of Rights Agreement. (a) The definition of “Acquiring Person” in Section 1 of the Rights Agreement shall be amended by adding the following sentence to the end of such definition: Notwithstanding the foregoing, for purposes of this Agreement, none of Xxxxxxxxx Electric SA, a company organized under the laws of France (“Parent”), Trianon Inc., a Massachusetts corporation and an indirect wholly owned subsidiary of Parent (“Subsidiary”), or any other direct or indirect subsidiary of Parent shall be deemed to be an “Acquiring Person” by reason of the execution or delivery of (i) the Agreement and Plan of Merger, by and between the Company, Parent and Subsidiary (the “Merger Agreement”) to be entered into after this Amendment and dated as of the same date, or the consummation of the merger provided for in the Merger Agreement or (ii) the Voting Agreement (as defined in the Merger Agreement). (b) The definition of “Beneficial Owner” in Section 1 of the Rights Agreement shall be amended by adding the following sentence to the end of such definition: Notwithstanding the foregoing, for purposes of this Agreement, none of Parent, Subsidiary or any other direct or indirect subsidiary of Parent shall be deemed to be the “Beneficial Owner” of, or to “beneficially own,” any securities of the Company by reason of (i) the Merger Agreement, (ii) the Voting Agreement or (iii) any agreement, arrangement or understanding entered into in connection with or pursuant to the Merger Agreement between the Company and Parent or any direct or indirect subsidiary of Parent. (c) Section 7(a) of the Rights Agreement shall be amended in its entirety to read as follows: The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at its principal office, together with payment of the Purchase Price for each Common Share as to which the Rights are exercised, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the right to exercise the Rights terminates pursuant to Section 23 hereof, (iii) the time at which the Rights to exercise the Rights terminates pursuant to Section 24 hereof or (iv) the Effective Time (as defined in the Merger Agreement). (d) Section 21 of the Rights Agreement shall be amended by adding the following sentence at the end of the first sentence of such section: In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. (e) A new Section 36 shall be added to the Rights Agreement. The new section shall read as follows:

Amendment of Rights Agreement. (a) The definition last sentence of “Acquiring Person” in paragraph (d) of Section 1 of the Rights Agreement shall be amended by adding deleting the following sentence to the end of such definitionin its entirety and substituting a new sentence as follows: Notwithstanding the foregoing, for purposes of this Agreement, none of Xxxxxxxxx Electric SAneither Xxxxxxx & Xxxxxxx, a company organized under the laws Delaware corporation, nor any of France its Affiliates or Associates (“Parent”)collectively, Trianon Inc., a Massachusetts corporation and an indirect wholly owned subsidiary of Parent (“Subsidiary”), or any other direct or indirect subsidiary of Parent "Acquiror") shall be deemed to be an “Acquiring Person” by reason the "Beneficial Owner" of, or "beneficially own," any of the shares of Common Stock solely as a result of the execution or delivery of (i) the that certain Agreement and Plan of Merger, by and between the Company, Parent and Subsidiary (the “Merger Agreement”) to be entered into after this Amendment and dated as of December 15, 2004 and amended and restated as of November 14, 2005, by and among Acquiror, Shelby Merger Sub, Inc. ("Sub"), an Indiana corporation and a wholly owned subsidiary of Acquiror and the same date, Company (as may be further amended from time to time) or the consummation of the merger provided for transactions contemplated thereby in accordance with the Merger Agreement or (ii) the Voting Agreement (as defined in the Merger Agreement)terms thereof. (b) The definition of “Beneficial Owner” in Section 1 of the Rights Agreement shall be amended by adding the following sentence to the end of such definition: Notwithstanding the foregoing, for purposes of this Agreement, none of Parent, Subsidiary or any other direct or indirect subsidiary of Parent shall be deemed to be the “Beneficial Owner” of, or to “beneficially own,” any securities of the Company by reason of (i) the Merger Agreement, (ii) the Voting Agreement or (iii) any agreement, arrangement or understanding entered into in connection with or pursuant to the Merger Agreement between the Company and Parent or any direct or indirect subsidiary of Parent. (c) Section 7(a) of the Rights Agreement shall be amended in its entirety to read as follows: The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant Subject to Section 11(a)(ii7(e) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby in whole or in part , at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its the principal officeoffice or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each Common Share with respect to the total number of one one-thousandths of a share (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (i) 5:00 P.M., New York City time, on December 15, 2014, or such later date as may be established by the Close Board of Business on Directors prior to the expiration of the Rights (such date, as it may be extended by the Board, the "Final Expiration Date"), or (ii) the time at which the right to exercise the Rights terminates pursuant to are redeemed as provided in Section 23 hereof, or (iii) the time at which the Rights to exercise the Rights terminates pursuant to may be exchanged as provided in Section 24 hereof hereof, or (iv) the Effective Time (as defined in the Merger Agreement). (d) Section 21 time at which all of the Rights expire pursuant to Section 13(d) hereof, or (v) the Effective Time of that certain Agreement shall be and Plan of Merger, dated as of December 15, 2004 and amended and restated as of November 14, 2005, by adding the following sentence at the end of the first sentence of such section: In the event the transfer agency relationship in effect between and among Acquiror, Sub and the Company (as may be further amended from time to time) (the earliest of (i), (ii), (iii), (iv) and (v) being herein referred to as the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company"Expiration Date"). (e) A new Section 36 shall be added to the Rights Agreement. The new section shall read as follows:

Amendment of Rights Agreement. (a) The definition last sentence of “Acquiring Person” in paragraph (d) of Section 1 of the Rights Agreement shall be amended by adding deleting the following sentence to the end of such definitionin its entirety and substituting a new sentence as follows: Notwithstanding the foregoing, for purposes of this Agreement, none of Xxxxxxxxx Electric SAneither Boston Scientific, a company organized under the laws Delaware corporation, nor any of France its Affiliates or Associates (“Parent”)collectively, Trianon Inc., a Massachusetts corporation and an indirect wholly owned subsidiary of Parent (“Subsidiary”), or any other direct or indirect subsidiary of Parent "Acquiror") shall be deemed to be an “Acquiring Person” by reason the "Beneficial Owner" of, or "beneficially own," any of the shares of Common Stock solely as a result of the execution or delivery of (i) the that certain Agreement and Plan of Merger, by and between the Company, Parent and Subsidiary (the “Merger Agreement”) to be entered into after this Amendment and dated as of January 25, 2006, by and among Acquiror, Galaxy Merger Sub, Inc. ("Sub"), an Indiana corporation and a wholly owned subsidiary of Acquiror and the same date, Company (as may be further amended from time to time) or the consummation of the merger provided for transactions contemplated thereby in accordance with the Merger Agreement or (ii) the Voting Agreement (as defined in the Merger Agreement)terms thereof. (b) The definition of “Beneficial Owner” in Section 1 of the Rights Agreement shall be amended by adding the following sentence to the end of such definition: Notwithstanding the foregoing, for purposes of this Agreement, none of Parent, Subsidiary or any other direct or indirect subsidiary of Parent shall be deemed to be the “Beneficial Owner” of, or to “beneficially own,” any securities of the Company by reason of (i) the Merger Agreement, (ii) the Voting Agreement or (iii) any agreement, arrangement or understanding entered into in connection with or pursuant to the Merger Agreement between the Company and Parent or any direct or indirect subsidiary of Parent. (c) Section 7(a) of the Rights Agreement shall be amended in its entirety to read as follows: The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant Subject to Section 11(a)(ii7(e) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby in whole or in part , at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its the principal officeoffice or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each Common Share with respect to the total number of one one-thousandths of a share (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (i) 5:00 P.M., New York City time, on December 15, 2014, or such later date as may be established by the Close Board of Business on Directors prior to the expiration of the Rights (such date, as it may be extended by the Board, the "Final Expiration Date"), or (ii) the time at which the right to exercise the Rights terminates pursuant to are redeemed as provided in Section 23 hereof, or (iii) the time at which the Rights to exercise the Rights terminates pursuant to may be exchanged as provided in Section 24 hereof hereof, or (iv) the Effective Time (as defined in the Merger Agreement). (d) Section 21 time at which all of the Rights expire pursuant to Section 13(d) hereof, or (v) the Effective Time of that certain Agreement shall be amended and Plan of Merger, dated as of January 25, 2006, by adding the following sentence at the end of the first sentence of such section: In the event the transfer agency relationship in effect between and among Acquiror, Sub and the Company (as may be further amended from time to time) (the earliest of (i), (ii), (iii), (iv) and (v) being herein referred to as the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company"Expiration Date"). (e) A new Section 36 shall be added to the Rights Agreement. The new section shall read as follows:

Amendment of Rights Agreement. (a) The definition of “Acquiring Person” Rights Agreement shall be amended, effective the Effective Date, as follows: a. Any reference in the Rights Agreement to the "Rights Agent" shall be deemed to be a reference to Wells Fargo Bank, National Association. b. Section 1 8 of the Rights Xxxxxs Agreement shall be amended by adding the following sentence to text at the end of such definitionthereof: "Notwithstanding the foregoing, for purposes of this Agreement, none of Xxxxxxxxx Electric SA, a company organized under the laws of France (“Parent”), Trianon Inc., a Massachusetts corporation and an indirect wholly owned subsidiary of Parent (“Subsidiary”), or any other direct or indirect subsidiary of Parent Rights Agent shall be deemed to be an “Acquiring Person” by reason permitted, in lieu of the execution or delivery of (i) the Agreement physical cancelled Right Certificates, and Plan subject to applicable law and regulation, to maintain in a retrievable database electronic records of Merger, all cancelled or destroyed Right Certificates which have been canceled or destroyed by and between the Company, Parent and Subsidiary (the “Merger Agreement”) to be entered into after this Amendment and dated as of the same date, or the consummation of the merger provided for in the Merger Agreement or (ii) the Voting Agreement (as defined in the Merger Agreement). (b) The definition of “Beneficial Owner” in Section 1 of the Rights Agreement Agent. The Rights Agent shall be amended maintain such electronic records or physical records for the time period required by adding the following sentence to the end of such definition: Notwithstanding the foregoing, for purposes of this Agreement, none of Parent, Subsidiary or any other direct or indirect subsidiary of Parent shall be deemed to be the “Beneficial Owner” of, or to “beneficially own,” any securities applicable law and regulation. Upon written request of the Company by reason of (i) and at the Merger Agreement, (ii) the Voting Agreement or (iii) any agreement, arrangement or understanding entered into in connection with or pursuant to the Merger Agreement between the Company and Parent or any direct or indirect subsidiary of Parent. (c) Section 7(a) expense of the Rights Agreement shall be amended in its entirety to read as follows: The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right CertificateCompany), with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at shall provide to the Company or its principal office, together with payment designee copies of such electronic records or physical records relating to the Purchase Price for each Common Share as to which Right Certificates cancelled or destroyed by the Rights are exercised, prior to the earliest Agent." c. The second sentence of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the right to exercise the Rights terminates pursuant to Section 23 hereof, (iii) the time at which the Rights to exercise the Rights terminates pursuant to Section 24 hereof or (iv) the Effective Time (as defined in the Merger Agreement). (d) Section 21 of the Rights Agreement shall be amended by adding to delete the following phrase "30 days'", so the sentence at the end of the first sentence of such sectionshall read in its entirety as follows: In the event the transfer agency relationship in effect between the "The Company and may remove the Rights Agent terminatesor any successor Rights Agent upon notice in writing, mailed to the Rights Agent will or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail." d. The fifth sentence of Section 21 of the Rights Agreement shall be deemed amended to resign automatically on delete the effective date phrase "having an office in the State of such termination; and any required notice will be sent New York," so the sentence shall read in its entirety as follows: "Any successor Rights Agent, whether appointed by the Company. (e) A new Section 36 Company or by such a court, shall be added a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million." e. Section 26 of the Rights Agreement shall be amended to delete the reference to Wachovia Bank, National Association, and its mailing address, and replacing it with the following: Wells Fargo Bank, National Association 161 N. Concord Excxxxxx South St. Paul, MN 55075 x. Xx xxx xxxx xx Xxxxx Xxxxxxxxxxx xxxxxxxx as Exhibit B to the Rights Agreement. The new section , each reference to Wachovia Bank, National Association shall read as followsinstead be a reference to "Wells Fargo Bank, National Association," and on the Form of Assignmenx xxd Form of Election to Purchase attached thereto, the heading "Signature Guaranteed:" shall be amended to read: "Signature Medallion Guaranteed:".