Exhibit 4.4SECOND AMENDMENT TO THE RIGHTS AGREEMENT     This Second Amendment dated as of October 22, 2007 (this “Amendment”), amends theRights Agreement, dated as of October 2, 2001 and as amended by the First Amendment dated as ofAugust 19, 2002 (the “Rights Agreement”), by and between BearingPoint, Inc. (formerly KPMGConsulting, Inc.), a Delaware corporation (the “Company”), and Computershare Trust Company, N.A.(formerly Equiserve Trust Company, N.A.) as rights agent (the “Rights Agent”). All capitalizedterms used but not defined in this Amendment shall have the meanings ascribed to them in the RightsAgreement.     Whereas, the Board of Directors of the Company has deemed it is advisable and in thebest interests of the Company and its shareholders that the Company amend the Rights Agreement;     Whereas, Section 27 of the Rights Agreement provides that prior to thetime any Person becomes an Acquiring Person, the Company may from time to time supplement or amendthe Rights Agreement in order to cure any ambiguity, to correct or supplement any provisions of theRights Agreement or to make any change to or to adopt any other provisions with respect to theRights Agreement which the Company deems necessary or desirable without the approval of any holdersof Rights Certificates;     Whereas, no person is an Acquiring Person;     Whereas, as of the time immediately prior to this Amendment, no Distribution Date hasoccurred; and     Whereas, the Board of Directors of the Company has unanimously determined that anamendment to the Rights Agreement as set forth herein is desirable.     Now, Therefore, in consideration of the premises and the mutual agreements herein setforth, the parties hereby agree as follows:     **Section 1.***Amendments to The Rights Agreement.*The Rights Agreement is hereby amended asfollows:     (a) The definition “Acquiring Person” is hereby amended to read in its entirety as follows:     “ “Acquiring Person” shall mean any Person who or which, together with all Affiliates andAssociates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares of theCompany then outstanding (or if such Person is an Passive Investor (as such term is hereinafterdefined), 20% or more of the Common Shares of the Company then outstanding), but shall not include(i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Companyor of any Subsidiary of the Company or (iv) any entity holding Common Shares for or pursuant to theterms of any
 

 
such employee benefit plan. Notwithstanding the foregoing, (1) no Person shall become an“Acquiring Person” as a result of an acquisition of Common Shares by the Company which, by reducingthe number of shares outstanding, increases the proportionate number of shares beneficially ownedby such Person to 15% or more of the Common Shares of the Company then outstanding (or if suchPerson is an Passive Investor, 20% or more of the Common Shares of the Company then outstanding);provided, however, that if a Person shall so become the Beneficial Owner of 15% or more of theCommon Shares of the Company then outstanding (or if such Person is an Passive Investor, 20% ormore of the Common Shares of the Company then outstanding) by reason of an acquisition of CommonShares by the Company and shall, after such share purchases by the Company, become the BeneficialOwner of an additional 1% of the outstanding Common Shares of the Company, then such person shallbe deemed to be an “Acquiring Person”; and (2) if the Board of Directors of the Company determinesin good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant tothe foregoing provision, has become such inadvertently, and such Person divests as promptly aspracticable a sufficient number of Common Shares so that such Person would no longer be an“Acquiring Person,” as defined pursuant to the foregoing, then such Person shall not be deemed tohave become an “Acquiring Person” for any purposes of the Rights Agreement. Notwithstanding any ofthe foregoing, in the event that an Passive Investor no longer satisfies the requirements setforth in the definition of “Passive Investors” set forth below, then such Person shall promptly aspracticable, after the Board of Directors determines in good faith that such Person no longer meetsthe requirements set forth in the definition of “Passive Investor”, divest itself of a sufficientnumber of Common Shares of the Company so that such Person no longer beneficially owns 15% or moreof the Common Shares of the Company then outstanding. If such Person does not divest itself ofCommon Shares of the Company in accordance with the requirements set forth in the prior sentence,then such person shall be deemed to be an “AcquiringPerson” for purposes of the Rights Agreement”.     (b) The definition “Passive Investor” is hereby added to read in its entirety as follows:     “ “Passive Investor” shall mean a Person who (I) is the Beneficial Owner of Common Shares ofthe Company and either (a) has a Schedule 13G on file with the Securities and Exchange Commissionpursuant to the requirements of Rule 13d-1(b) or (c) under the Exchange Act with respect to suchholdings (and does not subsequently convert such filing to a Schedule 13D), or (b) has a Schedule13D on file with the Securities and Exchange Commission and either has stated in its filing that ithas no plan or proposal that relates to or would result in any of the actions or events set forthin Item 4 of Schedule 13D or otherwise has no intent to seek control of the Company or hascertified to the Company that it has no such plan, proposal or intent (other than by voting theshares of the Common Shares of the Company over which such Person has voting power, provided suchvoting is not with the intent of seeking control of the Company), (II) acquires BeneficialOwnership of Common Shares of the Company pursuant to trading activities undertaken in the ordinarycourse of such Person’s business and not with the purpose nor the effect, either alone or inconcert with any Person, of exercising
 

 
the power to direct or cause the direction of the management and policies of the Company or ofotherwise changing or influencing the control of the Company, nor in connection with or as aparticipant in any transaction having such purpose or effect, including any transaction subject toRule 13d-3(b) of the Exchange Act, and (III) in the case of clause (I)(b) only, does not amendeither its Schedule 13D on file or its certification to the Company in a manner inconsistent withits representation that it has no plan or proposal that relates to or would result in any of theactions or events set forth in Item 4 of Schedule 13D or otherwise has no intent to seek control ofthe Company (other than by voting the Common Shares of the Company over which such Person hasvoting power)”.     (c) The definition “Distribution Date” in Section 3(a) of the Rights Agreement is herebyamended to read in its entirety as follows:     “(a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) thetenth Business Day (or such later date as may be determined by the action of the Board of Directorsprior to such time as any Person becomes an Acquiring Person) after the date of the commencement byany Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of theCompany or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant tothe terms of any such plan) of, or of the first public announcement of the intention of any Person(other than any of the Persons referred to in the preceding parenthetical) to commence a tender orexchange offer, the consummation of which would result in any Person becoming the Beneficial Ownerof Common Shares aggregating 15% or more of the then outstanding Common Shares (or if such Personis an Passive Investor, 20% or more of the then outstanding Common Shares) (such date being hereinreferred to as the “Distribution Date”)”.     (d) Section 21 of the Rights Agreement is hereby amended to insert the following language immediately after the first sentence:     “In the event the transfer agency relationship in effect between the Company and the RightsAgent terminates, the Rights Agent will be deemed to resign automatically on the effective dateof such termination; and any required notice will be sent by the Company.”     (e) Section 25 of the Rights Agreement is hereby amended by deleting the Rights Agent noticeaddress in its entirety and replacing it with the following:“Computershare Trust Company, N.A.250 Royall StreetCanton, MA 02021Attn: Client Services”
 

 
     (f) The Rights Agreement is hereby amended by inserting a new Section 35 as follows:     “Section 35. Force Majeure. Notwithstanding anything to the contrarycontained herein, the Rights Agent shall not be liable for any delays or failures in performanceresulting from acts beyond its reasonable control including, without limitation, acts of God,terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction ofcomputer facilities, or loss of data due to power failures or mechanical difficulties withinformation storage or retrieval systems, labor difficulties, war, or civil unrest.”     **Section 2.***Governing Law.*This Amendment shall be deemed to be a contract made under the lawsof the State of Delaware and for all purposes shall be governed by and construed in accordance withthe laws of such State applicable to contracts to be made and performed entirely within such State.     **Section 3.***Counterparts.*This Amendment may be executed in any number of counterparts andeach of such counterparts shall for all purposes be deemed to be an original, and all suchcounterparts shall together constitute one and the same instrument.     **Section 4.***Descriptive Headings.*The captions herein are included for convenience ofreference only, do not constitute a part of this Amendment and shall be ignored in the constructionand interpretation hereof.     **Section 6.***Severability*. If any term, provision, covenant or restriction of this Amendment isheld 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 remainin full force and effect and shall in no way be affected, impaired or invalidated.     **Section 7.***Effectiveness of This Amendment*. This Amendment is executed pursuant tothe first sentence of Section 27 of the Rights Agreement. The Company, by its execution ofthis Amendment, hereby directs the Rights Agent, pursuant to such sentence of Section 27, toexecute this Amendment. This Amendment shall take effect immediately upon the execution hereof bythe Company and the Rights Agent and the delivery of the writing signed by the Company and theRights Agent required pursuant to Section 27 of the Rights Agreement.     **Section 8.***No Other Provisions Affected*. Except to the extent expressly amended by thisAmendment, all of the provisions of the Rights Agreement shall remain in full force and effect.     **Section 9**. *References to the Rights Agreement.*All references in the Rights Agreement, andthe exhibits thereto, to the Rights Agreement or any specific provision thereof (includingreferences that use the terms “hereto” and “hereof”), as well as in the legends affixed tocertificates issued for Common Shares of the Company pursuant to Section 3(c) of the RightsAgreement shall without any specific references expressly and individually to any of the foregoing amendment, automatically be deemed references to the RightsAgreement or the applicable specific provisions thereof (as the case may be) as amended by thisAmendment, with the same force and effect as if expressly and individually amended in that respectby this Amendment.
 

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