0001140361-06-001176 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • January 27th, 2006 • Kirby Corp • Water transportation

This Amendment No. 2 to Rights Agreement (this “Amendment”), dated as of January 24, 2006, by and between Kirby Corporation (“Kirby”) and Computershare Trust Company, N.A. (formerly EquiServe Trust Company, N.A.) as Rights Agent (the “Rights Agent”), amends the Rights Agreement dated as of July 18, 2000 by and between Kirby and Fleet National Bank, as amended by Amendment to Rights Agreement, dated as of April 30, 2002, by which EquiServe Trust Company, N.A. succeeded Fleet National Bank as Rights Agent (the Rights Agreement, as amended, and all exhibits thereto hereinafter referred to, are collectively referred to as the “Rights Agreement”). Capitalized terms not defined herein shall have the meanings given to them in the Rights Agreement.

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