Exhibit 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 (this "Amendment") dated as of July 14, 2004 to the Rights Agreement dated June 18, 2001 between MODEM MEDIA, INC., a Delaware corporation (the "Company") and EquiServe Trust Company, N.A.,...Rights Agreement • July 15th, 2004 • Modem Media Inc • Services-business services, nec • Delaware
