0000905729-02-000069 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 7th, 2002 • Wolverine World Wide Inc /De/ • Footwear, (no rubber)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 8, 2002 (this "Amendment"), is among WOLVERINE WORLD WIDE, INC., a Delaware corporation (the "Company"), the Foreign Subsidiary Borrowers (collectively with the Company, the "Borrowers" and each a "Borrower"), the lenders party hereto from time to time (collectively, the "Banks" and, individually, a "Bank"), Bank One, Michigan, a Michigan banking corporation, as Agent, Harris Trust and Savings Bank, as syndication agent (in such capacity, the "Syndication Agent") and Comerica Bank, as documentation agent (in such capacity, the "Documentation Agent").

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SECOND AMENDMENT TO RIGHTS AGREEMENT BETWEEN WOLVERINE WORLD WIDE, INC. AND COMPUTERSHARE INVESTOR SERVICES, L.L.C., AS SUCCESSOR RIGHTS AGENT
Rights Agreement • May 7th, 2002 • Wolverine World Wide Inc /De/ • Footwear, (no rubber)

This Second Amendment to Rights Agreement (the "Amendment") amends the Rights Agreement between WOLVERINE WORLD WIDE, INC. ("Wolverine") and COMPUTERSHARE INVESTOR SERVICES, L.L.C. ("Computershare"), as successor Rights Agent to HARRIS TRUST AND SAVINGS BANK ("Harris Bank") dated April 17, 1997 (the "Rights Agreement"). NATIONAL CITY BANK ("National City") joins in this amendment as successor in interest to Computershare. Capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Rights Agreement.

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