exv10w36



 



AMENDMENT TO RIGHTS AGREEMENT




	 	1.	 	General Background. In accordance with Section 27, “Supplements and
Amendments” of the Rights Agreement between Fleet National Bank, (the
“Rights Agent”) and Walker Interactive Systems, Inc.), (“Walker”) dated
June 1, 2000 (the “Agreement”), the Rights Agent and Walker desire to
amend the Agreement to appoint EquiServe Trust Company, N.A.
	 
	 	2.	 	Effectiveness. This
Amendment shall be effective as of August 7, 2001
(the “Amendment”) and all defined terms and definitions in the
Agreement shall be the same in the Amendment except as specifically
revised by the Amendment.
	 
	 	3.	 	Revision. Section 21
in the Agreement entitled “Change of Rights
Agent” is hereby deleted in its entirety and replaced with the following:
	 
	 	 	 	Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon
30 days’ notice in writing mailed to the Company and to each transfer
agent of the Common Shares or Preferred Shares by registered or certified
mail and to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent
upon 30 days’ notice in writing mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the
Common Shares or Preferred Shares by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights Agent. If the
Company shall fail to make such appointment within a period of 30 days
after giving notice of such removal or after it has been notified in
writing
of such resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Right Certificate (who shall, with such
notice,
submit such holder’s Right Certificate for inspection by the Company),
then the registered holder of any Right Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation or trust company organized and doing
business under the laws of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state
authority and which has individually or combined with an affiliate at the
time of its appointment as Rights Agent a combined capital and surplus of
at least $100 million dollars. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent
without
further act or deed; but the predecessor Rights Agent shall deliver and









 





	 	 	 	transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of
any
such appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares
or Preferred Shares, and mail a notice thereof in writing to the
registered
holders of the Right Certificates. Failure to give any notice provided for
in this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or
the
appointment of the successor Rights Agent, as the case may be.
	 
	 	4.	 	Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
	 
	 	IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers, as of this 7th day of August, 2001.




	 	 	 	 	 	 
	 	Walker Interactive Systems, Inc.	 	
Fleet National Bank
	 
	 	/s/Frank Richardson	 	
/s/ Carol Mulvey-Eori
	 	
	 	

	 	By:	Frank Richardson	 	By:	Carol Mulvey-Eori

	 	Title:	Chief Executive Officer	 	 	Title:   Managing Director,
	 	 	 	 	 	Client Administration
	 
	 	 	 	 	EquiServe
Trust Company, N.A.
	 
	 	 	 	 	
/s/ Carol Mulvey-Eori
	 	 	 	 	

	 	 	 	 	By:	Carol Mulvey-Eori

	 	 	 	 	Title:	Managing Director,
	 	 	 	 	 	Client Administration