Common use of Amendments to Rights Agreement Clause in Contracts

Amendments to Rights Agreement. The Rights Agreement shall be amended as follows: (a) The first sentence of Section 3(a) of the Rights Agreement is hereby amended by deleting the words ",provided that if such determination occurs on or after the date of an Adverse Change in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors". (b) Section 23(a) is hereby deleted in its entirety and replaced with the following: 01. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price per share at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors.". (c) The first and second sentences of Section 27 are hereby deleted in their entirety and replaced with the following: "Prior to the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Common Stock and associated Rights. From and after the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable at such the as the Rights are not then redeemable or cause this Agreement again to become amendable other than in accordance with this sentence." (d) The third sentence of Section 27 is hereby amended by deleting the words "or, so long as any Person is an Acquiring Person hereunder, the Continuing Directors".

Amendments to Rights Agreement. The parties hereto agree ------------------------------ that the Rights Agreement shall be amended as followsprovided below, effective as of the date of this Agreement except as may otherwise be provided below: (a) The first sentence From and after the time that the appointment of Section 3(a) of First Chicago as successor Rights Agent is effective all references in the Rights Agreement is hereby (including all exhibits thereto) to Boatmen's Trust as Rights Agent shall be deemed to refer to First Chicago as successor Rights Agent. From and after the effective date of this Amendment, all references in the Rights Agreement to the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by deleting the words ",provided that if such determination occurs on or after the date of an Adverse Change in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors"this Amendment. (b) Section 23(a3(c) of the Rights Agreement shall be amended as of the effective time of the appointment of First Chicago as successor Rights Agent by adding a sentence, substantially in the form of the following sentence, immediately after the last sentence of the legend set forth therein: Effective as of 12:01 a.m., eastern daylight time, August 1, 1997, First Chicago Trust Company of New York succeeded Boatmen's Trust as Rights Agent. The following legend, or a legend substantially similar thereto, may, in the alternative be affixed. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Ralcorp Holdings, Inc. (the "Company") and First Chicago Trust Company of New York (the "Rights Agreement"), as it may from time to time be supplemented or amended, the terms of which are incorporated herein by reference and a copy of which is hereby deleted on file at the principal executive offices of the Company. Under certain circumstances, as set forth in its entirety the Rights Agreement, such Rights may expire or may be redeemed, exchanged or be evidenced by separate certificates and replaced with the following: 01no longer be evidenced by this certificate. The Company maywill mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, at its option, pay Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as defined in the Redemption Price in cash, shares Rights Agreement) and any subsequent holder of Common Stock (based on the current market price per share at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors."such Rights may become null and void. (c) The first and second sentences Section 26 of Section 27 are hereby deleted in their entirety and replaced with the following: "Prior to the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may shall be deemed to affect the interests amended as of the holders effective time of Right Certificates adversely) without the approval appointment of any holders of certificates representing shares of Common Stock and associated Rights. From and after the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the First Chicago as successor Rights Agent shallby deleting the name and address of Boatmen's Trust and substituting the following therefor: First Chicago Trust Company of New York 1 Xxxxx Xxxxx Xxxxxx Xxxxxxx, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable at such the as the Rights are not then redeemable or cause this Agreement again to become amendable other than in accordance with this sentence."Xxxxxxxx 00000 Attention: Joxx X. Xxxxxx (d) The third sentence name of Section 27 is hereby amended by deleting the words "orCompany shall be changed from New Ralcorp Holdings, so long as any Person is an Acquiring Person hereunderInc. to Ralcorp Holdings, the Continuing Directors"Inc., wherever it appears.

Amendments to Rights Agreement. The Sections 3(a) and 3(c) of the Rights Agreement shall be are hereby amended to read in their entirety as follows, respectively: (a) The first sentence Until the Distribution Date, (x) the Rights will be evidenced (subject to the provisions of Section 3(a3(b) hereof) by the certificates for Common Stock registered in the names of the holders of the Common Stock or, for Common Stock held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to such shares) and not by separate certificates, and (y) the Rights Agreement is hereby amended by deleting the words ",provided that if such determination occurs on or after the date of an Adverse Change will be transferable only in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors". (b) Section 23(a) is hereby deleted in its entirety and replaced connection with the following: 01. The Company may, at its option, pay transfer of the Redemption Price in cash, underlying shares of Common Stock (based including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the current market price Distribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or shall credit the book-entry account of such holder with such Rights and shall send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of redemptiondistribution of the Rights Certificates or such credits to the book-entry accounts, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any other form fractional Rights. As of consideration deemed appropriate and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such book-entry credits and related direct registration transaction advices. In the Board event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of Directors."the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. (c) The first Rights have been and second sentences shall be issued in respect of Section 27 all shares of Common Stock that have been or are hereby deleted in their entirety and replaced with issued (whether originally issued or delivered from the following: "Prior Company’s treasury) after the Record Date but prior to the earliest earlier of (i) the Distribution Date or (ii) a Triggering Eventthe Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Distribution Date. Certificates adversely) without the approval of any holders of certificates issued representing such shares of Common Stock and associated Rights. From and that shall so become outstanding or shall be transferred or exchanged after the earliest Record Date but prior to the earlier of (i) the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear either the legend set forth in Section 3(c) of the Original Agreement or in Section 3(c) of other prior versions of this Agreement, or the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Cabot Oil & Gas Corporation (iithe “Company”) a Triggering Eventand The Bank of New York (the “Rights Agent”) dated as of March 28, 1991, as amended and restated as of December 8, 2000, as it may from time to time be further supplemented or amended (the “Rights Agreement”), the Company may terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agent shallAgreement, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which such Rights may be defective redeemed, may be exchanged, may expire or inconsistent with any other provisions herein or (ii) may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall adversely affect the interests holder of this certificate a copy of the holders Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights as such (other than Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate of any thereof (as such Acquiring Personterms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. Each book-entry account for such supplement shares of Common Stock that shall so become outstanding or amendment may cause shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear the following legend: Each security covered by this Advice includes certain rights to purchase Series A Junior Participating Preferred Stock of Cabot Oil & Gas Corporation (the “Company”) and entitles the holder thereof to certain Rights as set forth in the Rights again Agreement between the Company and The Bank of New York (the “Rights Agent”) dated as of March 28, 1991, as amended and restated as of December 8, 2000, as it may from time to become redeemable time be further supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at such the principal offices of the Company. Under certain circumstances, as set forth in the Rights are not then redeemable Agreement, such Rights may be redeemed, may be exchanged, may expire or cause may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Agreement again Advice or be evidenced by a certificate representing a security covered by this Advice. The Company will mail to become amendable other than the holder of the security covered by this Advice a copy of the Rights Agreement, as in accordance with this sentence." (d) The third sentence effect on the date of Section 27 is hereby amended mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by deleting the words "oror transferred to any person who is, so long as any Person is was or becomes an Acquiring Person hereunderor an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will not longer be transferable. With respect to such shares of Common Stock described in this Section 3(c), until the earlier of the Distribution Date or the Expiration Date, the Continuing Directors"Rights associated with the Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any shares of Common Stock, whether by transfer of physical certificates or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock.

Amendments to Rights Agreement. The parties hereto agree that the Rights Agreement shall be amended as followsprovided below, effective as of the date of this Amendment except as may otherwise be provided below: (a) The first sentence From and after the time that the appointment of the Successor Rights Agent as successor Rights Agent is effective, all references in the Rights Agreement (including all exhibits thereto) to the Prior Rights Agent as Rights Agent shall be deemed to refer to the Successor Rights Agent as successor Rights Agent. From and after the effective date of this Amendment, all references in the Rights Agreement to the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment. (b) Section 3(a3 (b) of the Rights Agreement is hereby amended by deleting the words ",provided that if such determination occurs on or after the date as of an Adverse Change in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors". (b) Section 23(a) is hereby deleted in its entirety and replaced with the following: 01. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price per share at the time of redemptionappointment of the Successor Rights Agent as successor Rights Agent by adding the following immediately after the legend appearing therein: On February 10, 1995, The Bank of New York succeeded Chemical Bank as Rights Agent. The following legend may, in the alternative, be affixed: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Countrywide Credit Industries, Inc. and The Bank of New York (as successor Rights Agent), dated as of February 11, 1988, as amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Countrywide Credit Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. Countrywide Credit Industries, Inc. or The Bank of New York will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) or certain related persons and any other form subsequent holder of consideration deemed appropriate by such Rights may become null and void with respect to certain rights set forth in Sections 11(a)(ii) and Section 13(a) of the Board of Directors."Rights Agreement. (c) Section 19 of the Rights Agreement is amended by adding the following sentence at the end of the first paragraph thereof: “The first Company’s reimbursement and second sentences indemnification obligations described in this paragraph shall survive the termination of this Agreement.” (d) Section 27 are hereby deleted 22 of the Rights Agreement is amended by inserting the words “the Rights Agent or” before the words “the registered holder of any Rights Certificate” in their entirety the last clause of the fourth sentence of that section. (e) Section 26 of the Rights Agreement is amended by deleting the name and replaced with address of the Prior Rights Agent and substituting therefor the following: "Prior to the earliest The Bank of New York 000 Xxxxxxx Xxxxxx New York, NY 10286 Attention: Equity Tender and Exchange Department (if) the Distribution Date or (ii) a Triggering Event, the Company may and Section 32 of the Rights Agent shall, if Agreement is amended by adding the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect following words at the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Common Stock and associated Rights. From and after the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; end thereof: “provided, however, that no such supplement or amendment shall adversely affect the interests rights and obligations of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), Agent shall be governed by and no such supplement or amendment may cause the Rights again to become redeemable at such the as the Rights are not then redeemable or cause this Agreement again to become amendable other than construed in accordance with this sentencethe laws of the State of New York”." (d) The third sentence of Section 27 is hereby amended by deleting the words "or, so long as any Person is an Acquiring Person hereunder, the Continuing Directors".

Amendments to Rights Agreement. The Rights Agreement shall be is hereby amended as follows: (a) The first sentence Section 1(g) of the Rights Agreement is hereby amended to read in its entirety as follows: (g) [intentionally omitted]" (b) Section 3(a) of the Rights Agreement is hereby amended to read in its entirety as follows: (a) Until the earlier of (i) the close of business on the fifteenth day (subject to extension by deleting the words ",Board of Directors as provided that if such determination occurs on or below) after the date Stock Acquisition Date, or (ii) the close of an Adverse Change business on the fifteenth day (subject to extension by the Board of Directors as provided below) after the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary, any employee benefit plan of the Company or of any Subsidiary, or any Person organized, appointed, or established by the Company or any Subsidiary for or pursuant to the terms of any such plan), if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding (the earlier of such dates, after any extensions, being herein referred to as the "Distribution Date"), (A) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in Controlthe names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights)and not by separate certificates, then such date and (B) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The fifteen-day periods referred to in clauses (i) and (ii) of the preceding sentence may be extended only if there are Continuing Directors in office and such extension is authorized by a majority the Board of Directors. As soon as practicable after the Distribution Date, the Rights Agent will send, at the expense of the Company, by first-class, postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such Continuing Directorsholder shown on the records of the Company, one or more Right Certificates evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.". (bc) The first two sentences of Section 23(a) is of the Rights Agreement are hereby deleted amended to read in its their entirety and replaced with the followingas follows: 01. (a) The Board of Directors of the Company may, at its option, pay the Redemption Price in cashat any time before 5:00 p.m., shares of Common Stock (based Dallas, Texas, time, on the current market earlier of (i) the close of business on the fifteenth day (subject to extension by the Board of Directors as provided below) following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per share at Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the time of redemption) or any other form of consideration deemed appropriate date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The fifteen-day period referred to in the preceding sentence may be extended by the Board of Directors.". (c) The first and second sentences of Section 27 are hereby deleted in their entirety and replaced with the following: "Prior to the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Common Stock and associated Rights. From and after the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable at such the as the Rights are not then redeemable or cause this Agreement again to become amendable other than in accordance with this sentence." (d) The third sentence of Section 27 is hereby amended by deleting the words "or, so long as any Person is an Acquiring Person hereunder, the Continuing Directors".

Amendments to Rights Agreement. The parties hereto agree that the Rights Agreement shall be amended as followsprovided below, effective as of the date of this Amendment except as may otherwise be provided below: (a) The first sentence From and after the time that the appointment of the Successor Rights Agent as successor Rights Agent is effective, all references in the Rights Agreement (including all exhibits thereto) to the Resigning Rights Agent as Rights Agent shall be deemed to refer to the Successor Rights Agent as successor Rights Agent. From and after the effective date of this Amendment, all references in the Rights Agreement to the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Agreement. (b) Section 3(a3(d) of the Rights Agreement is hereby amended by deleting the words ",provided that if such determination occurs on or after the date as of an Adverse Change in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors". (b) Section 23(a) is hereby deleted in its entirety and replaced with the following: 01. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the current market price per share at the time of redemption) appointment of the Successor Rights Agent as successor Rights Agent by adding the following immediately after the legend appearing therein: A. as Rights Agent. The following legend may, in the alternative, be affixed: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Phillips- Van Hxxxxx Xxrporation and The Bank of New York (as successor Rights Agent), dated as of June 10, 1986 (the "Rights Agreement"), as the same shall be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Phillips-Van Heusen Coxxxxxxxxn. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Phillips-Van Heusen Corporxxxxx xxll mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by an Acquiring Person or any other form Affiliate or Associate thereof (as such terms are defined - 2 - in the Rights Agreement) and any subsequent holder of consideration deemed appropriate by the Board of Directors."such rights may become null and void. (c) The first Section 8 of the Rights Agreement is amended by deleting the last sentence thereof and second sentences of Section 27 are hereby deleted in their entirety and replaced with substituting therefor the followingfollowing sentence: "Prior The Rights Agent shall deliver all cancelled Right Certificates to the earliest Company, or, at the written request of the Company, may (ibut shall not be required to) the Distribution Date or destroy such cancelled Rights Certificates. (iid) a Triggering Event, the Company may and Section 19 of the Rights Agent shall, if Agreement is amended by adding the Company so directs, supplement or amend any provision following sentence at the end of the first paragraph thereof: "The Company's reimbursement and indemnification obligations described in this paragraph shall survive the termination of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Common Stock and associated Rights. From and after the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable at such the as the Rights are not then redeemable or cause this Agreement again to become amendable other than in accordance with this sentenceAgreement." (de) The third sentence Section 21 of Section 27 the Rights Agreement is hereby amended by deleting adding the words "or, so long as any Person is an Acquiring Person hereunder, the Continuing Directors".following paragraph after paragraph (i) thereof:

Amendments to Rights Agreement. The Sections 3(a) and 3(c) of the Rights Agreement shall be are hereby amended to read in their entirety as follows, respectively: (a) The first sentence of Section 3(aUntil the Distribution Date, (x) of the Rights Agreement is hereby amended by deleting will be evidenced (subject to the words ",provided that if such determination occurs on or after the date provisions of an Adverse Change in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors". paragraph (b) of this Section 23(a3) is hereby deleted by the certificates for Common Stock registered in its entirety the names of the holders of the Common Stock or, for Common Stock held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to such shares) and replaced not by separate certificates, and (y) the Rights will be transferable only in connection with the following: 01. The Company may, at its option, pay transfer of the Redemption Price in cash, underlying shares of Common Stock (based including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the current market price Distribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of redemptiondistribution of the Rights Certificates or such credits to the book-entry accounts, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any other form fractional Rights. As of consideration deemed appropriate and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such book-entry credits and related direct registration transaction advices. In the Board event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of Directors."the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. (c) The first Rights have been and second sentences shall be issued in respect of Section 27 are hereby deleted in their entirety and replaced with the following: "Prior to the earliest all shares of Common Stock (i) that were issued in the Merger or (ii) that have been or are issued (whether originally issued or delivered from the Company’s treasury) after the Effective Time but prior to the earlier of the Distribution Date or (ii) a Triggering Eventthe Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Distribution Date. Certificates adversely) without the approval of any holders of certificates issued representing such shares of Common Stock and associated Rights. From and that shall so become outstanding or shall be transferred or exchanged after the earliest Effective Time but prior to the earlier of (i) the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Pride International, Inc. (iithe “Company”) a Triggering Eventand American Stock Transfer & Trust Company (the “Rights Agent”) dated as of September 12, 2001 as it may from time to time be supplemented or amended (the “Rights Agreement”), the Company may terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agent shallAgreement, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which such Rights may be defective redeemed, may be exchanged, may expire or inconsistent with any other provisions herein or (ii) may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall adversely affect the interests holder of this certificate a copy of the holders Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights as such (other than Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate of any thereof (as such Acquiring Personterms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. Each book-entry account for such supplement shares of Common Stock that shall so become outstanding or amendment may cause shall be transferred or exchanged after the Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear the following legend: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights again Agreement between Pride International, Inc. (the “Company”) and American Stock Transfer & Trust Company (the “Rights Agent”) dated as of September 12, 2001 as it may from time to become redeemable time be supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at such the principal offices of the Company. Under certain circumstances, as set forth in the Rights are not then redeemable Agreement, such Rights may be redeemed, may be exchanged, may expire or cause may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Agreement again Advice or be evidenced by a certificate representing a security covered by this Advice. The Company will mail to become amendable other than the holder of the security covered by this Advice a copy of the Rights Agreement, as in accordance with this sentence." (d) The third sentence effect on the date of Section 27 is hereby amended mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by deleting the words "or, so long as or transferred to any Person is who is, was or becomes an Acquiring Person hereunderor an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to such shares of Common Stock described in this Section 3(c), until the earlier of the Distribution Date or the Expiration Date, the Continuing Directors"Rights associated with the Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any shares of Common Stock, whether by transfer of physical certificates or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock.

Amendments to Rights Agreement. The Rights Agreement shall be is hereby amended as follows: (a) The first sentence Section 1(g) of the Rights Agreement is hereby amended to read in its entirety as follows: (g) [intentionally omitted]" (b) Section 3(a) of the Rights Agreement is hereby amended to read in its entirety as follows: (a) Until the earlier of (i) the close of business on the fifteenth day (subject to extension by deleting the words ",Board of Directors as provided that if such determination occurs on or below) after the date Stock Acquisition Date, or (ii) the close of an Adverse Change business on the fifteenth day (subject to extension by the Board of Directors as provided below) after the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary, any employee benefit plan of the Company or of any Subsidiary, or any Person organized, appointed, or established by the Company or any Subsidiary for or pursuant to the terms of any such plan), if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding (the earlier of such dates, after any extensions, being herein referred to as the "Distribution Date"), (A) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in Controlthe names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, then such date and (B) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). The fifteen-day periods referred to in clauses (i) and (ii) of the preceding sentence may be extended only if there are Continuing Directors in office and such extension is authorized by a majority the Board of Directors. As soon as practicable after the Distribution Date, the Rights Agent will send, at the expense of the Company, by first-class, postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such Continuing Directorsholder shown on the records of the Company, one or more Right Certificates evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.". (bc) The first two sentences of Section 23(a) is of the Rights Agreement are hereby deleted amended to read in its their entirety and replaced with the followingas follows: 01. (a) The Board of Directors of the Company may, at its option, pay the Redemption Price in cashat any time before 5:00 p.m., shares of Common Stock (based Dallas, Texas, time, on the current market earlier of (i) the close of business on the fifteenth day (subject to extension by the Board of Directors as provided below) following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $0.01 per share at Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the time of redemption) or any other form of consideration deemed appropriate date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). The fifteen-day period referred to in the preceding sentence may be extended by the Board of Directors.". (c) The first and second sentences of Section 27 are hereby deleted in their entirety and replaced with the following: "Prior to the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Certificates adversely) without the approval of any holders of certificates representing shares of Common Stock and associated Rights. From and after the earliest of (i) the Distribution Date or (ii) a Triggering Event, the Company may and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of any such Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable at such the as the Rights are not then redeemable or cause this Agreement again to become amendable other than in accordance with this sentence." (d) The third sentence of Section 27 is hereby amended by deleting the words "or, so long as any Person is an Acquiring Person hereunder, the Continuing Directors".

Amendments to Rights Agreement. The Sections 3(a) and 3(c) of the Rights Agreement shall be are hereby amended to read in their entirety as follows, respectively: (a) The first sentence of Section 3(aUntil the Distribution Date, (x) of the Rights Agreement is hereby amended by deleting will be evidenced (subject to the words ",provided that if such determination occurs on or after the date provisions of an Adverse Change in Control, then such date may be extended only if there are Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors". paragraph (b) of this Section 23(a3) is hereby deleted by the certificates for Common Stock registered in its entirety the names of the holders of the Common Stock or, for Common Stock held in book-entry accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a direct registration transaction advice with respect to such shares) and replaced not by separate certificates, and (y) the Rights will be transferable only in connection with the following: 01. The Company may, at its option, pay transfer of the Redemption Price in cash, underlying shares of Common Stock (based including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the current market price Distribution Date (other than any Person referred to in the first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or (ii) credit the book-entry account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of redemptiondistribution of the Rights Certificates or such credits to the book-entry accounts, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu of any other form fractional Rights. As of consideration deemed appropriate and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such book-entry credits and related direct registration transaction advices. In the Board event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of Directors."the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect to certain Rights. (c) The first Rights have been and second sentences shall be issued in respect of Section 27 are hereby deleted in their entirety and replaced with the following: "Prior to the earliest all shares of Common Stock (i) that were issued in the Conversion or (ii) that have been or are issued (whether originally issued or delivered from the Company’s treasury) after the Effective Time but prior to the earlier of the Distribution Date or (ii) a Triggering Eventthe Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement (including supplements or amendments that may be deemed to affect the interests of the holders of Right Distribution Date. Certificates adversely) without the approval of any holders of certificates issued representing such shares of Common Stock and associated Rights. From and that shall so become outstanding or shall be transferred or exchanged after the earliest Effective Time but prior to the earlier of (i) the Distribution Date or the Expiration Date shall also be deemed to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Hercules Offshore, Inc. (iithe “Company”) a Triggering Eventand American Stock Transfer & Trust Company (the “Rights Agent”) dated as of October 31, 2005 as it may from time to time be supplemented or amended (the “Rights Agreement”), the Company may terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agent shallAgreement, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Right Certificates (i) to cure any ambiguity or to correct or supplement any provision contained herein which such Rights may be defective redeemed, may be exchanged, may expire or inconsistent with any other provisions herein or (ii) may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable; provided, however, that no such supplement or amendment shall adversely affect the interests holder of this certificate a copy of the holders Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights as such (other than Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate of any thereof (as such Acquiring Personterms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. Each book-entry account for such supplement shares of Common Stock that shall so become outstanding or amendment may cause shall be transferred or exchanged after the Effective Time but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to include the associated Rights, and the direct registration transaction advice with respect to such shares shall bear the following legend: Each security covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights again Agreement between Hercules Offshore, Inc. (the “Company”) and American Stock Transfer & Trust Company (the “Rights Agent”) dated as of October 31, 2005 as it may from time to become redeemable time be supplemented or amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at such the principal offices of the Company. Under certain circumstances, as set forth in the Rights are not then redeemable Agreement, such Rights may be redeemed, may be exchanged, may expire or cause may be evidenced by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Agreement again Advice or be evidenced by a certificate representing a security covered by this Advice. The Company will mail to become amendable other than the holder of the security covered by this Advice a copy of the Rights Agreement, as in accordance with this sentence." (d) The third sentence effect on the date of Section 27 is hereby amended mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by deleting the words "or, so long as or transferred to any Person is who is, was or becomes an Acquiring Person hereunderor an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be transferable. With respect to such shares of Common Stock described in this Section 3(c), until the earlier of the Distribution Date or the Expiration Date, the Continuing Directors"Rights associated with the Common Stock represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or such book-entry accounts (together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any shares of Common Stock, whether by transfer of physical certificates or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock.