exv4w2



 



Exhibit 4.2


AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT



     Amendment No. 3, dated as of June 2, 2003 (the “Amendment”), between
Imation Corp. a Delaware corporation (the “Company”), Equiserve Trust Company,
N.A., a New York corporation (“Equiserve”), and The Bank of New York, a New
York banking corporation (“BONY”).


     WHEREAS, the Company and Equiserve (as successor Rights Agent to Norwest
Bank Minnesota, N.A.) are parties to a Rights Agreement, dated as of June 18,
1996, as amended by Amendment No. 1 dated January 12, 1999 and Amendment No. 2
dated August 8, 2001 (as amended, the “Rights Agreement”), under which
Equiserve was appointed to serve as the Rights Agent;


     WHEREAS, Equiserve desires to be relieved of its duties as Rights Agent
under the Rights Agreement as of the close of business on June 1, 2003; and


     WHEREAS, the Company desires to appoint BONY as successor Rights Agent
under the Rights Agreement effective as of June 2, 2003 and, in that
connection, amend the Rights Agreement in certain respects;


     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:


     Section 1. Resignation of Rights Agent. Equiserve hereby resigns as Rights Agent under the Rights Agreement,
effective as of the close of business on June 1, 2003, and the Company accepts
such resignation.


     Section 2. Appointment of Successor Rights Agent. The Company hereby appoints BONY as successor Rights Agent under
the Rights Agreement, effective as of June 2, 2003, and BONY Trust hereby
accepts such appointment.


     Section 3. Amendment of Rights Agreement. Effective as of the appointment of BONY as successor Rights Agent, the
Rights Agreement shall be and hereby is amended as follows:


     Section 1(e) is amended to read as follows:


     (e)  “Close of business” on any given date shall mean 5:00 P.M, New York
time, on such date, provided, however, that if such date is not a Business Day
it shall mean 5:00 P.M, New York time, on the next succeeding Business Day.


     Section 25 is amended to substitute the following as the notice address
of the Rights Agent:



		
	 	The Bank of New York

101 Barclay St., Floor 11E

New York, NY 10286

Attn: Stock Transfer Administration



 






 



     Section 4. Rights Agreement as Amended. The term “Agreement” as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended hereby. 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 shall be otherwise
unaffected hereby.


     Section 5. Execution in Counterparts.
This Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.


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



	 	 
	IMATION CORP.
	 
	By	 /s/ John L. Sullivan



	Name:
 John L. Sullivan


	Title:
 Senior Vice President, General Counsel and Secretary
	 
	EQUISERVE TRUST COMPANY, N.A.
	 
	By	 /s/ Collin Ekeogu




	Name:
 Collin Ekeogu

	Title:
 Director
	 
	THE BANK OF NEW YORK
	 
	By	 /s/ James Dimino




	Name:
 James Dimino

	Title:
 Vice President