Exhibit
4.1


Amendment No. 1 to Rights
Agreement


This Amendment No. 1 to the Rights Agreement, dated as
of July 25, 2007 (this “Amendment”), is made by and between Dade Behring
Holdings, Inc., a Delaware corporation (the “Company”), and Mellon
Investor Services LLC, a New Jersey limited liability company (the “Rights
Agent”), as rights agent pursuant to the Rights Agreement, dated as of
October 3, 2002 (the “Rights Agreement”), by and between the Company and
the Rights Agent.  Capitalized terms not
defined herein shall have the respective meaning ascribed to them in the Rights
Agreement.


W I T N E S S E T H:


WHEREAS, the
Company and the Rights Agent entered into the Rights Agreement and constitute
the only parties to the Rights Agreement;


WHEREAS, the
Company intends to enter into that certain Agreement and Plan of Merger, dated
as of the date hereof (the “Merger Agreement”), by and among Siemens
Corporation, a Delaware corporation (“Siemens”), Belfast Merger Co., a
Delaware corporation and a wholly-owned subsidiary of Siemens (“Purchaser”)
and the Company, pursuant to which (x) Purchaser shall commence a cash tender
offer (the “Offer”) to acquire all of the outstanding shares of common
stock, par value $0.01 per share, of the Company (the “Common Stock”)
and (y) as soon as practicable after the completion of the Offer, the parties
to the Merger Agreement will cause to be effected the merger of Purchaser with
and into the Company (the “Merger”), with the Company continuing as the
surviving corporation in the Merger, in each case on the terms and subject to
the conditions set forth in the Merger Agreement;


WHEREAS, Section 27
of the Rights Agreement provides that, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the Rights
Agent shall if the Company so directs, supplement or amend any provision of the
Rights Agreement in any respect without approval of the holders of the Rights,
subject to certain limitations provided therein;


WHEREAS, as of the
time immediately prior to the execution of this Amendment, no Person had become
an Acquiring Person and, accordingly, pursuant to Section 23 of the Rights
Agreement, the Rights were then redeemable;


WHEREAS, Section 27
of the Agreement provides that any supplement or amendment to the Rights
Agreement shall become effective immediately upon execution by the Company,
whether or not executed by the Rights Agent, so long as it is duly approved by
the Company and does not amend Sections 18, 19, 20 or 21 thereof in a manner adverse
to the Rights Agent, and accordingly, because the amendments to the Rights
Agreement set forth below do not amend such Sections, this Amendment shall
become effective immediately upon the execution hereof by the Company; and


WHEREAS, at a
special meeting of the board of directors of the Company (the “Board”)
the Board approved the amendment of the Rights Agreement in the manner set
forth herein to render the Rights Agreement inapplicable to the Merger
Agreement, the Offer and the other transactions contemplated thereby; and













WHEREAS, the
Company desires to amend the Rights Agreement in accordance with Section 27
thereof in the manner set forth herein to accomplish such purpose.


NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth in the Rights
Agreement and this Amendment No. 1, the parties hereby agree as follows:


1.                                       Amendment
to Add Definitions.  Section 1
of the Rights Agreement is amended to add the following terms:


(o)           “Exempted Siemens
Event” shall mean any of the following: 
(x) the approval, adoption, execution or delivery of the Merger
Agreement (as defined below), (y) the approval, commencement or consummation of
any transaction contemplated thereby (including the Offer (as such term is
defined in the Merger Agreement), the acceptance for payment of, or payment
for, shares of Common Stock tendered pursuant to the Offer, or the Merger (as
such term is defined in the Merger Agreement)) pursuant to the terms of the
Merger Agreement, or (z) the announcement of any of the foregoing events.


(p)           “Merger Agreement”
shall mean that certain Agreement and Plan of Merger, dated as of July 25,
2007, by and among Siemens Corporation., a Delaware corporation (“Siemens”),
Belfast Merger Co., a Delaware corporation and a wholly-owned subsidiary of
Siemens (“Purchaser”), and the Company, as the same may be amended from
time to time.


2.                                       Amendment
to Definition of Acquiring Person. 
Section 1(a) of the Rights Agreement is hereby amended to add the
following sentence after the last sentence thereof:  “Notwithstanding the foregoing, no Person,
including, without limitation, Siemens, Purchaser or any of their respective
Affiliates or Associates, shall become or be deemed to have become an Acquiring
Person as a result of any Exempted Siemens Event.”


3.                                       Amendment
to Definition of Stock Acquisition Date. 
Section 1(m) of the Rights Agreement is hereby amended to add the
following proviso at the end of such section: 
“provided, however, that, notwithstanding the foregoing, a
Stock Acquisition Date shall not occur or be deemed to have occurred as a
result of any Exempted Siemens Event.”


4.                                       Amendment
to Definition of Distribution Date. 
Section 3(a) of the Rights Agreement is hereby amended to add the
following sentence after the last sentence thereof:  “Notwithstanding the foregoing, in no case
shall a Distribution Date occur or be deemed to have occurred as a result of
any Exempted Siemens Event.”


5.                                       Amendment
to Definition of Expiration Date. 
Section 7(a) of the Rights Agreement is hereby amended by deleting the
word “or” immediately preceding clause (iii) thereof and replacing it with a
comma and by adding the following at the end of clause (iii) thereof: “or (iv)
immediately prior to the Effective Time (as such term is defined in the Merger
Agreement).”



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6.                                       Amendment
to Section 11(a)(ii). 
Section 11(a)(ii) of the Rights Agreement is hereby amended to add
the following sentence at the end of such section:  “Notwithstanding the foregoing, no provision
for adjustment shall be made pursuant to this Section 11(a)(ii) as a
result of any Exempted Siemens Event.”


7.                                       Rights
Agreement as Amended.  The term “Agreement”
or “Rights Agreement” as used in the Rights Agreement shall be deemed to refer
to the Rights Agreement as amended by this Amendment.  The foregoing amendments shall be effective
as of the date hereof and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and otherwise shall be unaffected hereby.


8.                                       Direction
to Rights Agent; Certification by Officer. 
The Company hereby directs the Rights Agent, in its capacity as Rights
Agent pursuant to the Rights Agreement and in accordance with the terms of
Section 27 of the Rights Agreement, to execute this Amendment.  The Authorized Officer of the Company executing
this Amendment on behalf of the Company hereby certifies on behalf of the
Company that this Amendment is in compliance with the terms of Section 27 of
the Rights Agreement.  For the avoidance
of doubt and notwithstanding anything to the contrary set forth in this
Amendment, this Amendment does not change the Rights Agent’s rights,
immunities, duties or liabilities under the Rights Agreement and does not amend
Sections 18, 19, 20 or 21 of the Rights Agreement.


9.                                       Severability.  If any term, provision, covenant or
restriction of this Amendment or applicable to this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.


10.                                 Counterparts.  This Amendment may be executed in any number
of counterparts, and each of such counterparts shall for all purposes be deemed
an original, but all such counterparts shall together constitute but one and
the same instrument.


11.                                 Governing
Law.  This Amendment shall be deemed
to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State; provided, however, that all provisions regarding the
rights, duties, liabilities and obligations of the Rights Agent shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.


12.                                 Descriptive
Headings.  Descriptive headings of
the several sections of this Amendment are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the day and year first above written.


	
  

  	
  DADE BEHRING HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lance C. Balk

  
	
   

  	
  Name: 

  	
  Lance C. Balk

  
	
   

  	
  Title: 

  	
  Senior Vice President and

  
	
   

  	
   

  	
  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MELLON INVESTOR SERVICES LLC,

  
	
   

  	
  as Rights Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Georg Drake

  
	
   

  	
  Name:

  	
  Georg Drake

  
	
   

  	
  Title:

  	
  Relationship Manager

  
					



 



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