[LETTERHEAD]
June 7, 1997
ChaseMellon Shareholders Services, L.L.C. as Rights Agent,
as successor to KeyCorp Shareholder Services, Inc.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Re: Substitution of Rights Agent under Rights Agreement
Ladies and Gentlemen:
Pursuant to Section 21 of the Rights Agreement by and between Software Spectrum,
inc. and KeyCorp Shareholder Services, Inc., dated December 13, 1996 (the
"Agreement"), ChaseMellon Shareholder Services, L.L.C. is hereby appointed
successor rights agent and XxxxxXxxxxx Xxxxxxxxxxx Services, L.L.C. (the
"Successor Agent") accepts such appointment.
In executing this amendment, the Successor Agent shall be entitled to all the
privileges and immunities afforded to the Rights Agent under the terms and
conditions of the Rights Amendment.
SOFTWARE SPECTRUM, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President & General Counsel
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CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
as successor Rights Agent
By: /s/ X. Xxxx Xxxxx, VP
--------------------------
Name: X. Xxxx Xxxxx
------------------------
Title: Vice President
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