**EXHIBIT 4.7**

 

**AMENDMENT NO. 2 TO RIGHTS AGREEMENT**

 

THIS AMENDMENTTO RIGHTS AGREEMENT (the “Amendment”) dated as of October 5, 2004, is betweenDuPont Photomasks, Inc., a Delaware corporation (the “Company”), and EquiserveTrust Company, N.A. (the “Rights Agent”).

 

WHEREAS, theCompany and the Rights Agent are parties to a Rights Agreement, dated as ofJanuary 30, 2001, as amended by Amendment No. 1 to Rights Agreement, datedApril 29, 2003 (collectively, the “Rights Agreement”); and

 

WHEREAS,pursuant to Section 27 of the Rights Agreement, the Company and the RightsAgent desire to amend the Rights Agreement as set forth below;

 

NOW THEREFORE,the Rights Agreement is hereby amended as follows:

1.             Amendmentof Section 1.

 

Section 1 ofthe Rights Agreement is amended by adding thereto subsections (gg) and (hh)which shall read as follows:

 

“(gg) “Agreement and Plan of Merger” shall mean the Agreement and Planof Merger, dated as of October 5, 2004, by and among Toppan Printing Co., Ltd.,a Japanese corporation (“Parent”), Toppan Corporation, a Delaware corporationand wholly owned subsidiary of Parent (“Merger Sub”), and the Company, as thesame may be amended from time to time.”

 

“(hh) “Stockholders Agreement” shall mean the Stockholders VotingAgreement, dated as of October 5, 2004, among Parent, E.I. du Pont de Nemoursand Company and DuPont Chemical and Energy Operations, Inc., as the same may beamended from time to time.”

 

2.             Amendment of Section 7.

 

Paragraph (a) of Section 7 of the Rights Agreement is amended bydeleting the word “or” immediately preceding clause (iii) thereof, inserting “,”after the parenthetical (the “Redemption Date”) thereof, deleting the “.” atthe end of the paragraph and by adding the following new phrase immediatelyfollowing clause (iii) thereof:  “or (iv)immediately prior to the Effective Time (as defined in the Merger Agreement).”

 

3.             Additionof New Section 35.

 

The Rights Agreement is amended by adding a Section 35 thereof whichshall read as follows:

 

“Section 35.  Exception For Merger Agreement.  Notwithstanding any provision of thisAgreement to the contrary, neither a Distribution Date, Flip-In Event nor aStock Acquisition Date shall be deemed to have occurred, none of Parent, MergerSub or any of their Affiliates or Associates shall be deemed to have become anAcquiring Person, and no holder of any Rights shall be entitled to exercisesuch Rights under, or be entitled to any rights pursuant to, any of Sections 3,7, 11 or 13 of this Agreement, in any such case by reason of (a) the approval,execution or delivery of the Merger Agreement, the Stockholders Agreement orany amendments thereof approved in advance by the Board of Directors of theCompany or (b) the commencement or, prior to termination of the MergerAgreement, the consummation of any of the transactions contemplated by theMerger Agreement or the Stockholders Agreement in accordance with theirrespective provisions, including without limitation, the Merger (as defined inthe Merger Agreement).”

 

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4.             Effectiveness.

 

This Amendment shall be deemed effective as of the date hereof as ifexecuted by both parties hereto on such date. Except as amended hereby, the Rights Agreement shall remain in fullforce and effect and shall be otherwise unaffected hereby.

 

5.             Miscellaneous.

 

This Amendment shall be deemed to be a contract made under the laws ofthe State of Delaware and for all purposes shall be governed by and construedin accordance with the laws of such state applicable to contracts to be madeand performed entirely within such state. This Amendment may be executed in any number of counterparts, each ofsuch counterparts shall for all purposes be deemed to be an original, and allsuch counterparts shall together constitute but one and the sameinstrument.  If any term, provision,covenant or restriction of this Amendment is held by a court of competentjurisdiction or other authority to be invalid, illegal or unenforceable, theremainder of the terms, provisions, covenants and restrictions of thisAmendment shall remain in full force and effect and shall in no way beaffected, impaired or invalidated.

 

IN WITNESS WHEREOF, the parties hereto have cause this Amendment to beduly executed as of the date set forth above.

 
|   | DUPONT  PHOTOMASKS, INC.                                                               |
|--------|----------------------------------------------------------------------------------------|
|   |                                                                                   |   |
|   |                                                                                   |   |
|   | By:                                                                                    | /s/ James  Boeckman |   |
|   | Name: James  Boeckman                                                                  |   |
|   | Title:   Executive Vice President – Law and  Administration, General Counsel |   |
|   |                                                                                   |
|   |                                                                                   |
|   | EQUISERVE  TRUST COMPANY, N.A.                                                         |
|   |                                                                                   |
|   |                                                                                   |
|   | By:                                                                                    | /s/ Tammie  J. Marshall |   |
|   | Name:  Tammie J. Marshall                                                         |   |
|   | Title:  Senior Account Manager                                                         |   |
|        |                                                                                        |  |  |  |  |  |  |  |

 

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