0000899681-00-000213 Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT BETWEEN MARK IV INDUSTRIES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY
Rights Agreement • May 31st, 2000 • Mark Iv Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware

This Agreement, made as of the 19th day of May, 2000 between Mark IV Industries, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York banking corporation (the "Rights Agent"), amends the Rights Agreement dated as of May 17, 1995 between the Company and the Rights Agent and amended as of May 19, 1999 (the "Rights Agreement").

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THIRD AMENDMENT TO RIGHTS AGREEMENT BETWEEN MARK IV INDUSTRIES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY
Rights Agreement • May 31st, 2000 • Mark Iv Industries Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware

This Agreement, made as of this 26th day of May, 2000 between Mark IV Industries, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York banking corporation (the "Rights Agent"), amends the Rights Agreement dated as of May 17, 1995 between the Company and the Rights Agent and amended as of May 19, 1999 and as of May 19, 2000 (the "Rights Agreement").

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