REGISTERED MAIL, January 17, 1996
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RETURN RECEIPT REQUESTED
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The First National Bank of Boston
Shareholder Services Department
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
MS-45-01-11
Attn: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
Dear Sirs:
I refer you to the Rights Agreement dated as of January 30, 1986 (`Rights
Agreement') between you and Dynamics Corporation of America (``Company'').
This letter shall constitute notice to you that the Company, acting through its
Board of Directors and pursuant to the Board's resolution adopted at its meeting
on December 27, 1995, has determined to extend the Expiration Date of the Rights
(as defined in the Rights Agreement) for a period of ten years, or until
February 14, 2006, as provided for in Section 7(b) of the Rights Agreement. The
Company agrees to continue to be bound by and to perform its obligations under
the Rights Agreement. Please acknowledge receipt of this notice and your
agreement to continue to be bound by and to perform your obligations under the
Rights Agreement by executing in the place provided and returning to the Company
the enclosed copy of this letter in the postage paid, self-addressed envelope
provided herewith.
Very truly yours,
DYNAMICS CORPORATION OF AMERICA
by: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Vice President,
General Counsel
and Secretary
Receipt so acknowledged and so agreed:
THE FIRST NATIONAL BANK OF BOSTON
by: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇., Senior Manager
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