AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT


     Pursuant to Section 26 of the Rights  Agreement  (the  "Rights  Agreement")
dated  as  of  November  4,  1988,  between  FileNet  Corporation,   a  Delaware
corporation   (the  "Company"),   and  BankBoston,   N.A.,  a  national  banking
association  formerly  known as The First  National  Bank of Boston (the "Rights
Agent"),  the Company and the Rights Agent hereby amend the Rights  Agreement as
of July 31, 1998, as provided below.

     1.   Name Change of Rights Agent.  All references in the Rights  Agreement,
          and each of the Exhibits  thereto,  to the "The First National Bank of
          Boston" shall be deleted and replaced with "BankBoston,  N.A." and all
          references to the "Rights Agent" shall mean BankBoston, N.A.

     2.   Certain  Definitions.  Section  1 of the  Rights  Agreement  shall  be
          amended as follows:

          (a)  The  definition of the term  "Business  Day" set forth in Section
               1(d) of the Rights  Agreement shall be amended in its entirety to
               read in full as follows:

               "Business Day" shall mean any day other than a Saturday,  Sunday,
               or a day on which banking  institutions  in the  Commonwealth  of
               Massachusetts  are  authorized  or  obligated by law or executive
               order to close.

          (b)  The  definition  of the term  "close  of  business"  set forth in
               Section  1(e) of the  Rights  Agreement  shall be  amended in its
               entirety to read in full as follows:

               "close of  business"  on any given  date  shall  mean 5:00  p.m.,
               Eastern time, on such date; provided,  however, that if such date
               is not a Business Day, it shall mean 5:00 p.m.,  Eastern time, on
               the next succeeding Business Day.

     3.   Appointment of Rights Agent.  Section 2 of the Rights  Agreement shall
          be amended as follows:

          (a)  The second sentence in Section 2 of the Rights Agreement shall be
               amended in its entirety to read in full as follows:

               "The Company may from time to time appoint such Co-Rights  Agents
               as it may deem necessary or desirable,  upon ten (10) days' prior
               written notice to the Rights Agent."

          (b)  The following  sentence shall be added after the second  sentence
               in Section 2 of the Rights Agreement:

               "The Rights Agent shall have no duty to  supervise,  and shall in
               no  event  be  liable  for,  the  acts or  omissions  of any such
               Co-Rights Agent."

     4.   Exercise  of  Rights;  Purchase  Price;  Expiration  Date  of  Rights.
          Sections 7(a) and 7(b) of the Rights  Agreement are hereby  amended in
          their entirety to read in full as follows:

          "Section 7. Exercise of Rights;  Purchase  Price;  Expiration  Date of
                      Rights.

          (a)  Subject  to the final  sentence  of  Section  23(a)  hereof,  the
               registered  holder  of any Right  Certificate  may  exercise  the
               Rights evidenced thereby (except as otherwise provided herein) in
               whole or in part at any time  after  the  Distribution  Date upon
               surrender of the Right Certificate,  with the form of election to
               purchase  and  certification  on the reverse  side  thereof  duly
               executed,  to the Rights Agent at the office o f the Rights Agent
               designated  for  such  purpose,  together  with  payment  of  the
               Purchase  Price for each Common  Share as to which the Rights are
               exercised,  at or  prior  to the  earliest  of (i) the  close  of
               business on November 17, 2008 (the "Final Expiration Date"), (ii)
               the time at which the Rights are  redeemed as provided in Section
               23 hereof (the  "Redemption  Date"),  or (iii) the closing of any
               merger or other  acquisition  transaction  involving  the Company
               pursuant  to an  agreement  of  the  type  described  in  Section
               1(c)(ii)(A)(2) hereof.

          (b)  The Purchase Price for each Common Share pursuant to the exercise
               of  a  Right  shall  initially  be  $175,  shall  be  subject  to
               adjustment  from time to time as provided in Sections  11, 13 and
               26 hereof  and shall be  payable  in lawful  money of the  United
               States of America in accordance with paragraph (c) below."

     5.   Concerning the Rights Agent.  Section 18 of the Rights Agreement shall
          be  amended by  replacing  the phrase  "without  negligence"  with the
          phrase "without gross negligence."

     6.   Duties of Rights Agent. Section 20(c) of the Rights Agreement shall be
          amended by  replacing  the term  "negligence"  with the phrase  "gross
          negligence."

     7.   Notices.  The  address to which  notices or demands  shall be given or
          made by the Company or the holder of a Right  Certificate to or on the
          Rights Agent set forth in Section 25 of the Agreement shall be amended
          in its entirety to read in full as follows:

                             BankBoston, N.A.
                             c/o Boston Equiserve Limited Partnership
                             150 Royall Street
                             Canton, MA 02021
                             Attention: Client Administration

     8.   Form of Right Certificate. Exhibit A to the Rights Agreement, the Form
          of Right Certificate ("Exhibit A"), shall be amended as follows:

          (a)  The legend on the first page of Exhibit A shall be amended in its
               entirety to read as follows:

               "NOT EXERCISABLE  AFTER NOVEMBER 17, 2008 OR EARLIER IF NOTICE OF
               REDEMPTION  IS GIVEN OR IF THE  COMPANY  IS  MERGER  OR  ACQUIRED
               PURSUANT  TO AN  AGREEMENT  OF  THE  TYPE  DESCRIBED  IN  SECTION
               1(c)(ii)(A)(2) OF THE RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO
               REDEMPTION,  AT THE OPTION OF THE  COMPANY,  AT $.01 PER RIGHT ON
               THE  TERMS  SET  FORTH IN THE  RIGHTS  AGREEMENT.  UNDER  CERTAIN
               CIRCUMSTANCES  (SPECIFIED  IN  SECTION  11(a)(ii)  OF THE  RIGHTS
               AGREEMENT), RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR ANY
               SUBSEQUENT  HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.  [THE
               RIGHTS  REPRESENTED BY THIS  CERTIFICATE  WERE ISSUED TO A PERSON
               WHO WAS AN  ACQUIRING  PERSON OR AN  ASSOCIATE OR AFFILIATE OF AN
               ACQUIRING PERSON OR A NOMINEE THEREOF. THIS RIGHT CERTIFICATE AND
               THE  RIGHTS  REPRESENTED  HEREBY  HAVE  BECOME  NULL  AND VOID AS
               SPECIFIED IN SECTION 11(a)(ii) OF THE RIGHTS AGREEMENT].1"

          (b)  The first paragraph of Exhibit A shall be amended in its entirety
               to read in full as follows:

               "This   certifies  that   _____________________,   or  registered
               assigns,  is the  registered  owner of the  number of Rights  set
               forth above, each of which entitles the owner thereof, subject to
               the terms,  provisions  and  conditions  of the Rights  Agreement
               dated as of November  4, 1988 (the  "Rights  Agreement")  between
               FileNet Corporation,  a Delaware corporation (the "Company"), and
               the  First   National   Bank  of  Boston,   a  national   banking
               association,  as Rights Agent (the "Rights  Agent"),  to purchase
               from the  Company  at any time  after the  Distribution  Date and
               prior to 5:00 p.m.  (local  time) on November  17,  2008,  at the
               offices of the Rights Agent,  or its  successors as rights Agent,
               designated for such purpose, one fully paid, nonassessable common
               share (the "Common  Shares") of the Company,  at a purchase price
               of $175 per share (the "Purchase  Price"),  upon presentation and
               surrender of this Right  Certificate with the Form of Election to
               Purchase and  certification  duly executed.  The number of Rights
               evidenced  by this  Right  Certificate  (and the number of shares
               which may be purchased  upon  exercise  thereof) set forth above,
               and the  Purchase  Price  set forth  above,  are the  number  and
               Purchase  Price as of  November  17,  1988,  based on the  Common
               Shares  constituted at such date.  Capitalized terms used in this
               Right  Certificate  without  definition  shall have the  meanings
               ascribed to them in the Rights Agreement."

     9.   Summary of Rights to Purchase  Common Shares.  Exhibit B to the Rights
          Agreement,  the Summary of Rights to Purchase  Shares  ("Exhibit  B"),
          shall be amended as follows:

          (a)  The last two sentences of the first  paragraph of Exhibit B shall
               be amended in their entirety to read in full as follows:

               "Each Right entitles the  registered  holder to purchase from the
               Company  one  Common  Share  at a price of $175  per  share  (the
               "Purchase  Price"),  subject to adjustment.  The  description and
               terms of the  Rights  are set  forth in a Rights  Agreement  (the
               "Rights  Agreement")  between the Company and The First  National
               Bank  of  Boston,  as  Rights  Agent  (the  "Rights  Agent"),  as
               amended."

          (b)  The  first  full  paragraph  on page  B-2 of  Exhibit  B shall be
               amended in its entirety to read in full as follows:

               "The Rights are not exercisable until the Distribution  Date. The
               Rights will expire on  November  17, 2008 (the "Final  Expiration
               Date"),  unless  earlier  redeemed  by the  Company as  described
               below."

     10.  Successors and Assigns.  This Amendment No. 1 to the Rights  Agreement
          shall  remain in full force and effect and shall be binding  upon each
          of the  undersigned and any successors or assigns  thereof.  Except as
          modified  herein,  the Rights Agreement shall remain in full force and
          effect without change.

                                           FILENET CORPORATION


                                           By:    ______________________________
                                           Name:  ______________________________
                                           Title: ______________________________


Acknowledged and Agreed:

BANKBOSTON, N.A., as Rights Agent


By:    _______________________________
Name:  _______________________________
Title: _______________________________

                     AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT


     Pursuant to Section 26 of the Rights  Agreement  (the  "Rights  Agreement")
dated  as  of  November  4,  1988,  between  FileNet  Corporation,   a  Delaware
corporation   (the  "Company"),   and  BankBoston,   N.A.,  a  national  banking
association  formerly  known as The First  National  Bank of Boston (the "Rights
Agent"),  as amended,  the Company and the Rights  Agent hereby amend the Rights
Agreement as of November 9, 1998, as provided below.

     1.   Certain  Definitions.  Section  1 of the  Rights  Agreement  shall  be
          amended as follows:

          (a)  The  definition  of  Acquiring  Person set forth in Section  1(a)
               shall be amended in its entirety to read in full as follows:

               "Acquiring  Person"  shall  mean  any  Person  (as  such  term is
               hereinafter  defined) who or which,  together with all Affiliates
               and  Associates (as such terms are  hereinafter  defined) of such
               Person,   shall  be  the  Beneficial   Owner  (as  such  term  is
               hereinafter  defined) of 15% or more of the Common  Shares of the
               Company then  outstanding but shall not include the Company,  any
               Subsidiary  of the Company or any  employee  benefit  plan of the
               Company or of any Subsidiary of the Company or any entity holding
               shares of capital  stock of the  Company  for or  pursuant to the
               terms of any such plan,  in its  capacity  as an agent or trustee
               for any such plan.

          (b)  The  definition of Continuing  Director set forth in Section 1(g)
               shall be deleted in its  entirety  and  replaced  with the phrase
               "Intentionally Omitted."

     2.   Issue of Rights Certificates.  The first two sentences in Section 3(a)
          of the Rights  Agreement shall be amended in their entirety to read in
          full as follows:

          (a) "Subject to the second  sentence of this Section  3(a),  until the
               earlier of (i) the tenth day after the Shares Acquisition Date or
               (ii) the  tenth day  after  the date of the  commencement  of, or
               first public announcement of the intent of any Person (other than
               the Company,  any Subsidiary of the Company, any employee benefit
               plan of the  Company or of any  Subsidiary  of the Company or any
               entity  holding  shares of capital  stock of the  Company  for or
               pursuant  to the terms of any such plan,  in its  capacity  as an
               agent or  trustee  for any such  plan) to  commence,  a tender or
               exchange  offer the  consummation  of which  would  result in any
               Person becoming the Beneficial Owner of Common Shares aggregating
               more  than  15% of the  then  outstanding  Common  Shares  of the
               Company  (including any such date which is after the date of this
               Rights  Agreement;  the  earlier  of (i) and  (ii)  being  herein
               referred to as the  "Distribution  Date") (x) the Rights  (unless
               earlier  terminated,  redeemed  or  expired)  will  be  evidenced
               (subject to the provisions of paragraph (b) of this Section 3) by
               the certificates for Common Shares registered in the names of the
               holders thereof (which  certificates for Common Shares shall also
               be deemed to be Rights  Certificates (as such term is hereinafter
               defined)) and not by separate certificates,  and (y) the Rights (
               and  the  right  to  receive   certificates   therefor)  will  be
               transferable   only  in  connection  with  the  transfer  of  the
               underlying    Common    Shares.    The    preceding     sentence,
               notwithstanding, prior to the Distribution Date specified therein
               (or such later Distribution Date as the Board of Directors of the
               Company  may  select  pursuant  to this  sentence),  the Board of
               Directors  of the  Company may  postpone  the  Distribution  Date
               beyond  the  earlier  of the  dates  set  forth in the  preceding
               sentence."

     3.   Form  of  Rights  Certificates.  Section  4(b)(iii)(B)  of the  Rights
          Agreement  shall be amended by replacing the phrase "a majority of the
          Continuing" with the phrase "the Board of."

     4.   Redemption.  Section  23 of the Rights  Agreement  shall be amended as
          follows:

          (a)  The proviso in the first sentence of subsection  (a), which reads
               "provided,  however,  if the Board of  Directors  of the  Company
               authorizes  redemption  of the  Rights  after  the  time a person
               becomes  an  Acquiring  Person,  then  there  must be  Continuing
               Directors then in office and such authorization shall require the
               concurrence of a majority of such Continuing Directors," shall be
               deleted in its entirety.

          (b)  The proviso in the second sentence of subsection (a), which reads
               "provided,  however,  there must be Continuing  Directors then in
               office and any such extension  shall require the concurrence of a
               majority of such Continuing  Directors,"  shall be deleted in its
               entirety.

     5.   Supplements and  Amendments.  Subsection (ii) in the first sentence of
          Section 26 of the Rights  Agreement  shall be amended by deleting  the
          phrase  "(which  shortening  or  lengthening,   following  the  Shares
          Acquisition  Date,  shall be  effective  only if there are  Continuing
          Directors  and shall  require  the  concurrence  of a majority of such
          Continuing Directors)" in its entirety.

     6.   Form of Right Certificate. Exhibit A to the Rights Agreement, the Form
          of Right Certificate ("Exhibit A"), shall be amended as follows:

          (a)  The last paragraph on Page A-3 (which continues onto page A-4) of
               Exhibit A shall be  amended  in its  entirety  to read in full as
               follows:

               "Subject to the  provisions of the Rights  Agreement,  the Rights
               evidenced  by  this  Right  Certificate  may be  redeemed  by the
               Company at its option at a redemption  price of $.01 per Right at
               any time prior to (10) days after the  Shares  Acquisition  Date.
               The period during which redemption of the Rights is permitted may
               be extended by the Board of Directors of the Company. "

          (b)  The last paragraph on Page A-4 (which continues onto page A-5) of
               Exhibit A shall be  amended  in its  entirety  to read in full as
               follows:

               "The  Company  and  the  Rights  Agent  may  from  time  to  time
               supplement or amend the Rights Agreement  without the approval of
               any  holders of Right  Certificates,  to cure any  ambiguity,  to
               correct or supplement any provision  contained  therein which may
               be defective or inconsistent  with any other provisions  therein,
               to shorten or lengthen any time period thereunder, or, so long as
               the interests of the holders of Right Certificates (other than an
               Acquiring  Person or an  Affiliate  or  Associate of an Acquiring
               Person) are not  adversely  affected  thereby,  to make any other
               provisions in regard to matters or questions  arising  thereunder
               which the  Company  and the Rights  Agent may deem  necessary  or
               desirable,  including  but not  limited  to  extending  the Final
               Expiration Date."

     7.   Summary of Rights to Purchase  Common Shares.  Exhibit B to the Rights
          Agreement,  the Summary of Rights to Purchase Common Shares  ("Exhibit
          B") shall be amended as follows:

          (a)  The first two  sentences  of the  second  paragraph  of Exhibit B
               shall be amended in their entirety to read in full as follows:

               "Until  the  earlier  to occur of (i) ten (10) days  following  a
               public  announcement  that a person  or group  of  affiliated  or
               associated persons (an "Acquiring Person") acquired,  or obtained
               the right to acquire,  beneficial ownership of 15% or more of the
               Common Shares or (ii) ten (10) days following the commencement or
               announcement  of an  intention to make a tender offer or exchange
               offer the  consummation  of which would result in the  beneficial
               ownership  by a  person  or  group  of 15% or more of the  Common
               Shares   (the   earlier  of  (i)  and  (ii)   being   called  the
               "Distribution Date"), the Rights will be evidenced,  with respect
               to any of the Common  Share  certificates  outstanding  as of the
               Record Date, by such Common Share certificate with a copy of this
               Summary of Rights attached thereto. The Rights Agreement provides
               that the Board of Directors  may postpone the  Distribution  Date
               and  that,  until  the  Distribution  Date,  the  Rights  will be
               transferred with and only with the Common Shares."

          (b)  The first  sentence  of the third full  paragraph  on page B-2 of
               Exhibit B shall be  amended  in its  entirety  to read in full as
               follows:

               "In the event that a person  were to  acquire  15% or more of the
               Common Shares or if the Company were the surviving corporation in
               a merger and its Common  Shares  were not  changed or  exchanged,
               each  holder of a Right,  other than the Rights  that are or were
               acquired  or  beneficially  owned by the 15%  stockholder  (which
               Rights will  thereafter be void),  will thereafter have the right
               to receive upon  exercise  that number of Common  Shares having a
               market value of two times the exercise price of the Right."

          (c)  The  first  full  paragraph  on page  B-3 of  Exhibit  B shall be
               amended in its entirety to read in full as follows:

               "The  Rights may be  redeemed,  in whole,  but not in part,  at a
               price of $.01 per Right (the "Redemption  Price") by the Board of
               Directors  at any time until ten (10) days  following  the public
               announcement  that a person has become an Acquiring  Person.  The
               Board of Directors  may extend the period during which the Rights
               are  redeemable  beyond  the ten (10) days  following  the public
               announcement  that a  person  has  become  an  Acquiring  Person.
               Immediately  upon the  action  of the Board of  Directors  of the
               Company electing to redeem the Rights,  the Company shall make an
               announcement  thereof,  and  upon  such  election,  the  right to
               exercise  the  Rights  will  terminate  and the only right of the
               holders of Rights will be to receive the Redemption Price."

          (d)  The  second  full  paragraph  on page B-3 of  Exhibit  B shall be
               deleted in its entirety.

          (e)  The last  paragraph  on page B-3 of Exhibit B shall be amended in
               its entirety to read in full as follows:

               "The  Company and the Rights  Agent may amend or  supplement  the
               Rights  Agreement  without  the  approval of any holders of Right
               Certificates to cure any ambiguity,  to correct or supplement any
               provision   contained   therein   which  may  be   defective   or
               inconsistent  with any other  provisions  therein,  to shorten or
               lengthen any time period under the Rights  Agreement  or, so long
               as the interests of the holders of Right Certificates (other than
               an Acquiring  Person or an Affiliate or Associate of an Acquiring
               Person) are not  adversely  affected  thereby,  to make any other
               provisions in regard to matters or questions  arising  thereunder
               which the  Company  and the Rights  Agent may deem  necessary  or
               desirable,  including  but not  limited  to  extending  the Final
               Expiration Date."

     8.   Successors and Assigns.  This Amendment No. 2 to the Rights  Agreement
          shall  remain in full force and effect and shall be binding  upon each
          of the  undersigned and any successors or assigns  thereof.  Except as
          modified  herein,  the Rights Agreement shall remain in full force and
          effect without change.

                                               FILENET CORPORATION


                                               By: _____________________________
                                               Name:  __________________________
                                               Title: __________________________


Acknowledged and Agreed:

BANKBOSTON, N.A., as Rights Agent


By:   ______________________________
Name: ______________________________
Title:______________________________