MGC DIAGNOSTICS Corp. SECOND AMENDMENT TO RIGHTS AGREEMENT (1997-12-15)

This SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of December 9, 1997 (this "AGREEMENT"), by and between ANGEION CORPORATION, a Minnesota corporation (the "Company"), and NORWEST BANK MINNESOTA, N.A., a national banking association, as Rights Agent ("Rights Agent").

NORTHERN TRUST CORP. SECOND AMENDMENT TO RIGHTS AGREEMENT (1998-03-17)

THIS SECOND AMENDMENT is made as of November 18, 1997 among Northern Trust Corporation, a Delaware corporation (the "Company"), and Norwest Bank Minnesota, National Association, a national banking association (the "Rights Agent").

PRICE COMMUNICATIONS CORP. SECOND AMENDMENT TO RIGHTS AGREEMENT (1998-04-14)

MGC DIAGNOSTICS Corp. SECOND AMENDMENT TO RIGHTS AGREEMENT (1998-07-29)

This SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of December 9, 1997 (this "AGREEMENT"), by and between ANGEION CORPORATION, a Minnesota corporation (the "Company"), and NORWEST BANK MINNESOTA, N.A., a national banking association, as Rights Agent ("Rights Agent").

SHAPIRO CAPITAL MANAGEMENT CO INC /ADV. SECOND AMENDMENT TO RIGHTS AGREEMENT (1999-05-03)

This Second Amendment to Rights Agreement (the "Amendment") is entered into as of April 19, 1999, by and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").

SHAPIRO CAPITAL MANAGEMENT CO INC /ADV. SECOND AMENDMENT TO RIGHTS AGREEMENT (1999-05-03)

This Second Amendment to Rights Agreement (the "Amendment") is entered into as of April 19, 1999, by and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").

ARV ASSISTED LIVING INC. SECOND AMENDMENT TO RIGHTS AGREEMENT (2000-05-15)

THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of April 24, 2000, is made by and between ARV ASSISTED LIVING, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (the "Rights Agent").

AGRIBRANDS INTERNATIONAL INC. SECOND AMENDMENT TO RIGHTS AGREEMENT (2001-01-10)

This certificate is delivered to Continental Stock Transfer & Trust Company in connection with that certain Rights Agreement dated as of March 31, 1998, by and between Agribrands International, Inc. (the "Company") and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by that First Amendment to Rights Agreement dated as of August 7, 2000 (as amended, the "Rights Agreement"), in accordance with Section 27 of the Rights Agreement. Pursuant to Section 27 of the Rights Agreement the Rights Agent must execute the attached Second Amendment to Rights Agreement upon the delivery of this officer's certificate stating that such Second Amendment to Rights Agreement is in compliance with the terms of Section 27 of the Rights Agreement.

AGRIBRANDS INTERNATIONAL INC. SECOND AMENDMENT TO RIGHTS AGREEMENT (2001-01-10)

This certificate is delivered to Continental Stock Transfer & Trust Company in connection with that certain Rights Agreement dated as of March 31, 1998, by and between Agribrands International, Inc. (the "Company") and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by that First Amendment to Rights Agreement dated as of August 7, 2000 (as amended, the "Rights Agreement"), in accordance with Section 27 of the Rights Agreement. Pursuant to Section 27 of the Rights Agreement the Rights Agent must execute the attached Second Amendment to Rights Agreement upon the delivery of this officer's certificate stating that such Second Amendment to Rights Agreement is in compliance with the terms of Section 27 of the Rights Agreement.

TALK AMERICA HOLDINGS INC. SECOND AMENDMENT TO RIGHTS AGREEMENT (2002-12-13)