FIRST AMENDMENT

                                 FIRST AMENDMENT

                  FIRST AMENDMENT (this "Amendment"), dated as of March 1, 2001,
between Xxxxxx Xxxxxxx Corporation, a New York corporation (the "Company"), and
Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services,
L.L.C.), a New Jersey limited liability company (the "Rights Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Rights Agreement (as defined
below).


                              W I T N E S S E T H:
                               - - - - - - - - - -


                  WHEREAS, the Company and the Rights Agent are party to an
Amended and Restated Rights Agreement, dated as of September 30, 1997 (the
"Rights Agreement");

                  WHEREAS, the Company and the Rights Agent may from time to
time supplement or amend the Rights Agreement pursuant to Section 27 thereof;
and

                  WHEREAS, the parties hereto wish to amend the Rights Agreement
as herein provided;

                  NOW THEREFORE, it is agreed:

                  SECTION 1. Section 13 of the Rights Agreement is hereby
amended by adding the following language at the end thereof:

                  "Notwithstanding anything to the contrary in this Section 13
or otherwise in this Agreement, the provisions of this Section 13 shall not
apply to any transaction where: (i) the Board of Directors has approved such
transaction, (ii) the shareholders of the Company will own all the outstanding
shares of such other Person (or the ultimate parent entity of such other
Person), and (iii) each individual shareholder of the Company will have the same
percentage ownership interest in the other Person (or the ultimate parent entity
of such other Person) as such individual shareholder previously held in the
Company. Furthermore, no Person engaged in such a transaction shall be deemed to
be an Acquiring Person."

                  SECTION 2. This Amendment shall become effective on the date
on which the Company and the Rights Agent shall have signed a counterpart
hereof.

                  SECTION 3. This Amendment is limited as specified and shall
not constitute a modification, acceptance or waiver of any other provision of
the Rights Agreement.

                  SECTION 4. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Company.







                  SECTION 5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.





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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                  XXXXXX XXXXXXX CORPORATION

Attest:



By /s/ XXXX XXXXX XXXXXXX           By  /S/ XXXXXXX X. XXXXX
  --------------------------        --------------------------------------------
         Xxxx Xxxxx Xxxxxxx                Xxxxxxx X. Xxxxx
         Title:  Secretary        Title:   Chairman, President and
                                           Chief Executive Officer


                                  MELLON INVESTOR SERVICES LLC

Attest:



By  /S/ XXXXX XXXXXX                 By /S/ XXXXXX XXXX
  --------------------------        --------------------------------------------
     Xxxxx Xxxxxx                      Xxxxxx Xxxx
     Title: Vice President             Title: Vice President





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