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                      SECOND AMENDMENT TO RIGHTS AGREEMENT


         This SECOND AMENDMENT TO RIGHTS AGREEMENT ("Amendment") is between
TRICORD SYSTEMS, INC., a Delaware corporation (the "Company"), and NORWEST BANK
MINNESOTA, N.A., a national banking association (the "Rights Agent"), effective
as of January 30, 1999.

         A. The Company and the Rights Agent have entered into a Rights
Agreement, dated as of October 25, 1994 (the Rights Agreement") and first
amended the Rights Agreement on December 7, 1998. Capitalized terms used and not
otherwise defined herein will have the meaning given in the Rights Agreement.

         B. Section 27 of the Rights Agreement provides that, prior to a
Distribution Date, the Company may amend the Rights Agreement, including the
definition of an Acquiring Person as set forth in Section 1(a) thereof, upon the
approval of at least a majority of the Continuing Directors, and that, upon any
such amendment, the Rights Agent shall amend the Rights Agreement as the Company
directs.

         C. The Company desires, and hereby directs the Rights Agent, to amend
the definition of an Acquiring Person, and the Rights Agent agrees to such
amendment, on the terms and conditions hereof.

         Accordingly, the Company and the Rights Agent agree as follows:

1.       REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to
         the Rights Agent that:

             (a)   to the best knowledge of the Company, a Distribution Date has
                   not occurred prior to the effective date hereof; and

             (b)   this Amendment is authorized pursuant to the requirements
                   of Section 27 of the Rights Agreement, having been 
                   approved by a majority of the Company's Continuing Directors.

2.       AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights Agreement is
         hereby amended by adding the following additional sentence to the end
         of such Section:

             Notwithstanding the foregoing, with respect to the beneficial
             ownership of Common Shares owned by Joseph Rodney Canion, each
             reference in this Section to beneficial ownership of 20% or
             more of the Common Shares shall be deemed to be modified to
             refer to beneficial ownership of 25% or more of the Common
             Shares.
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3.       NO OTHER CHANGES. Except as specifically amended by this Amendment, all
         other provisions of the Rights Agreement remain in full force and
         effect. This Amendment shall not constitute or operate as a waiver of,
         or estoppel with respect to, any provisions of the Rights Agreement by
         any party hereto.

4.       COUNTERPARTS. This Amendment may be executed in one or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same agreement.

         The Company and the Rights Agent have caused this Amendment to be duly
executed on their behalf by their respective duly authorized representatives as
of the date first written above.

TRICORD SYSTEMS, INC.                          NORWEST BANK MINNESOTA, N.A.


By: /s/ John J. Mitcham                        By:  /s/ Susan J. Roeder
   ----------------------------                    -------------------------
   John J. Mitcham                                 Susan J. Roeder
   Its:  Chief Executive Officer                   Its:  Corporate Officer -
                                                         Vice President