Re: Amendment No. 2 to Rights Agreement

Exhibit 4

September 15, 2011

Xxxxx Fargo Shareowner Services
Attn: Xxxxxx Xxxx, Relationship Manager
000 Xxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xx. Xxxx, XX 00000

Re: Amendment No. 2 to Rights Agreement

Dear Xxxxxx:

As you are aware, The Xxxxx Company (f/k/a Xxxxx Media Company) and Mellon Investor Services LLC are parties to that certain Rights Agreement dated as of January 29, 2009, as amended by Amendment No. 1 to Rights Agreement, dated as of March 17, 2010 (as so amended, the “Rights Agreement”). The Xxxxx Company has removed Mellon Investor Services LLC as Rights Agent under the Rights Agreement effective as of the end of the day on September 15, 2011.

Pursuant to Section 21 of the Rights Agreement, The Xxxxx Company hereby appoints Xxxxx Fargo Bank, N.A. as the Rights Agent under the Rights Agreement effective as of September 16, 2011, and the Rights Agreement is hereby amended so that all references to “Mellon Investor Services LLC” are replaced with “Xxxxx Fargo Bank, N.A.”

Please acknowledge your acceptance of such appointment and your assumption of the obligations of Rights Agent under the Rights Agreement by executing this letter where indicated below and returning a fully executed copy of this letter to the attention of the undersigned.

Sincerely,

/s/ Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx
Vice President and General Counsel

ACCEPTED AND AGREED:
Xxxxx Fargo Bank, N.A.

By:	/s/ Xxxxxx X. Xxxx
Name:	Xxxxxx X. Xxxx
Title:	Officer – Xxxxx Fargo Bank, N.A.