0000950162-06-000645 Sample Contracts

AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • June 2nd, 2006 • Engelhard Corp • Industrial inorganic chemicals • Delaware

AMENDMENT, dated as of May 30, 2006 (this “Amendment”) to the Rights Agreement, dated as of October 1, 1998 (the “Rights Agreement”), between Engelhard Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Rights Agreement.

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