0001193125-06-217783 Sample Contracts

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • October 30th, 2006 • American Power Conversion Corporation • Electrical industrial apparatus • Massachusetts

This AMENDMENT (this “Amendment”), dated as of October 28, 2006, to the Rights Agreement (the “Rights Agreement”), dated as of September 2, 1999, by and between American Power Conversion Corporation, a Massachusetts corporation (the “Company”), and BankBoston N.A., a national banking association (the “Rights Agent”), and executed and delivered by the Company and Computershare Trust Company, N.A., a national banking association, which is the successor to the Rights Agent.

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AGREEMENT AND PLAN OF MERGER Dated as of October 28, 2006 by and among SCHNEIDER ELECTRIC SA, TRIANON INC. and AMERICAN POWER CONVERSION CORPORATION
Merger Agreement • October 30th, 2006 • American Power Conversion Corporation • Electrical industrial apparatus • New York

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 28, 2006 (this “Agreement ”, is made and entered into by and among Schneider Electric SA, a company organized under the laws of France (“Parent”), Trianon Inc., a Massachusetts corporation and an indirect wholly owned subsidiary of Parent (“Subsidiary”), and American Power Conversion Corporation, a Massachusetts corporation (the “Company”).

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