### **EXHIBIT 4.2**

 

**DUPONT PHOTOMASKS,INC.**

 

**AMENDMENT NO. 1 TORIGHTS AGREEMENT BETWEEN DUPONT PHOTOMASKS, INC. AND EQUISERVE TRUST COMPANY,N.A., AS RIGHTS AGENT, DATED AS OF APRIL 29, 2003**

 

 

**AMENDMENT NO. 1 TO**

 

**RIGHTS AGREEMENT**

 

**This Amendment No. 1 to the Rights Agreement (this “**Amendment**”) is made and entered into as of April 29, 2003, byDuPont Photomasks, Inc. (the “**Company**”) and EquiServe Trust Company, N.A. (the “**RightsAgent**”).**

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**WHEREAS****, the Company and the Rights Agent are parties tothat certain Rights Agreement dated as of January 30, 2001 (the “*****Agreement*****”);**

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**WHEREAS****, Section 27 of the Agreement provides that**theCompany may, in its sole and absolute discretion, and the Rights Agent shall ifthe Company so directs**, supplement oramend any provision of this Agreement in any respect without the approval ofany holders of the Rights;**

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**WHEREAS****, the Company now desires and the Rights Agentagrees to amend the Agreement; and**

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**NOW, THEREFORE****, for and in consideration of the premises and themutual benefits to the parties arising out of this Amendment, the receipt andsufficiency of which are hereby acknowledged by the parties’ execution anddelivery hereof, the parties hereto agree as follows:**

 

**1              Definitions.  Capitalized terms not defined in thisAmendment shall have the meanings ascribed thereto in the Agreement.**

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**2             **Amendment to the Agreement.  **The Company desires to offer up to$120,000,000** aggregate principal amount of subordinated debtsecurities (the “**Offering**”), whichare convertible into shares of common stock, par value $0.01 per share, of theCompany.  As a**result,in order permit the Offering to proceed without triggering the Rights set forthin the Agreement, the following sentence shall be added to serve as the finalsentence of Section 1(c) of the Agreement:**

 

“Notwithstanding the foregoing, neither Credit SuisseFirst Boston nor Lehman Brothers shall be deemed, either individually or as agroup, to be Beneficial Owners in connection with the offer and sale, or inconnection with the subsequent resale pursuant to Rule 144A or Regulation Sunder the Securities Act, of the Convertible Subordinated Notes due 2008pursuant to that certain Purchase Agreement, by and among the Company, CreditSuisse First Boston, and Lehman Brothers.”

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**3             **No Other Changes/Promises**.  Except as specifically set forth in thisAmendment, the terms and provisions of the Agreement shall remain unmodifiedand the Agreement is hereby confirmed by the parties as being in full force andeffect as amended herein.**

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**4             **Counterparts.  This Amendment may be executed in one ormore counterparts, all of which shall be considered one and the same agreement,it being understood that all parties need not sign the same counterpart.

 

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IN WITNESS WHEREOF, the Company and the Rights Agent have caused thisAmendment No. 1 to the Agreement to be executed and delivered by theirrespective officers thereunto duly authorized, all as of the date first writtenabove.

 

 
|   | **DuPont Photomasks,  Inc.**                         |
|--------|------------------------------------------------------|
|   |                                                 |   |
|   | By:                                                  |   | /s/  James W. Boeckman |
|   | Name:                                                | James W. Boeckman |
|   | Title:                                               | Executive Vice President, General Counsel  and Secretary |
|   |                                                 |   |
|   |                                                 |   |
|   | **EquiServe Trust  Company, N.A., as Rights Agent:** |
|   |                                                 |   |
|   | By:                                                  |   | /s/  Tammie J. Marshall |
|   | Name:                                                | Tammie J. Marshall |
|   | Title:                                               | Sr. Account Manager |
|        |                                                      |  |  |  |

 

Signature Page to Amendment No. 1 to Rights Agreement

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