SECOND
AMENDMENT TO RIGHTS AGREEMENT

    


    AMENDMENT,
dated as of August 18, 2009 (this "Amendment"), to the Rights Agreement, dated
as of September 15, 1998 and amended as of May 20, 2008 (the "Rights
Agreement"), by and between The Quigley Corporation, a Nevada corporation (the
"Company"), and American Stock Transfer & Trust Company, LLC as rights
agent (the "Rights Agent"). Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Rights Agreement.

     

    WITNESSETH

     

    WHEREAS,
Section 27 of the Rights Agreement provides that the Company may supplement or
amend any provision of the Rights Agreement that it deems necessary or desirable
without the approval of any holders of the Rights;

     

    WHEREAS,
the Board of Directors of the Company has resolved and determined that the
following amendment is necessary and desirable and the Company desires to
evidence such amendment in writing.

     

    NOW,
THEREFORE, the Rights Agreement is hereby amended as follows:

     

    1.           The
second paragraph of the definition of “Acquiring Person” in Section 1(a) is
hereby amended by striking the paragraph in its entirety and substituting the
following in place thereof:

     

    “Notwithstanding
the foregoing, (i) no Person shall become an "Acquiring Person" as the result of
an acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 15% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall become the Beneficial
Owner of 15% or more of the Common Shares of the Company then outstanding by
reason of share purchases by the Company and shall, after such share purchases
by the Company, become the Beneficial Owner of any additional Common Shares of
the Company, then such Person shall be deemed to be an "Acquiring Person" (ii)
if the Board of Directors of the Company determines in good faith that a Person
who would otherwise be an "Acquiring Person", as defined pursuant to the
foregoing provisions of this paragraph (a), has become such inadvertently, and
such Person divests as promptly as practicable a sufficient number of Common
Shares so that such Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this paragraph (a) or (b) pursuant to a
Qualified Offer, then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement and (iii) Guy J. Quigley shall not be
deemed an "Acquiring Person" for any purpose of this Agreement with respect to
Beneficial Ownership of not more than 3,373,764 shares (together with such
additional shares that may be obtained through the exercise of stock options
granted to him prior to the date of this amendment that are outstanding as of
the date hereof) of the Company's Common Stock, it being understood that the
exception provided in this clause (iii) shall (x) not apply to any transferees
who may acquire any securities from Mr. Quigley, and (y) not apply if Mr.
Quigley together with his Affiliates and Associates is or becomes the Beneficial
Owner of more than 3,373,764 shares (together with such additional shares that
may be obtained through the exercise of stock options granted to him prior to
the date of this amendment that are outstanding as of the date hereof) of the
Company's Common Stock.”


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    2.           Section
1(c) is hereby amended and restated as follows:

    


    (c)         “Beneficial Owner” or
“Beneficial
Ownership”  A Person shall be deemed the “Beneficial Owner” or
possessing “Beneficial Ownership” of, and shall be deemed to “beneficially own”,
any securities:

     

    (i)           of
which such Person or any of such Person’s Affiliates or Associates is considered
to be a Beneficial Owner under Rule 13d-3 of the General Rules and Regulations
under the Exchange Act (the “Exchange Act
Regulations”) as in effect on the date hereof; provided, however, that a Person shall
not be deemed the Beneficial Owner of, or to beneficially own, any securities
under this Paragraph (i) as a result of an agreement, arrangement or
understanding to vote such securities if such agreement, arrangement or
understanding (A) arises solely from a revocable proxy given in response to a
proxy or consent solicitation made pursuant to, and in accordance with, the
applicable provisions of the Exchange Act and the Exchange Act Regulations, and
(B) is not reportable by such Person on Schedule 13D under the Exchange Act (or
any comparable or successor report);

     

    (ii)          which
are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate of such other Person) with which such Person (or any of
such Person’s Affiliates or Associates) has any agreement, arrangement or
understanding, whether or not in writing (other than customary agreements with
and between or among underwriters and selling group members with respect to a
bona fide firmly committed public offering), for the purpose of acquiring,
holding, voting (except pursuant to a revocable proxy as described in the
proviso to the above Paragraph (i) or disposing of such securities;

     

    (iii)         which
such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to acquire (whether such right is exercisable
immediately or only after the passage of time or upon the satisfaction of
conditions) pursuant to any agreement, arrangement or understanding, whether or
not in writing (other than customary agreements with and between or among
underwriters and selling group members with respect to a bona fide firmly
committed public offering), or upon the exercise of conversion rights, exchange
rights, rights, warrants or options, or otherwise; provided, however, that under this
Paragraph (iii) a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, (A) securities tendered pursuant to a tender or exchange offer
made in accordance with the Exchange Act or Exchange Act Regulations by such
Person or any of such Person’s Affiliates or Associates until such tendered
securities are accepted for purchase or exchange, (B) securities that may be
issued upon exercise of Rights at any time prior to the occurrence of an event
set forth in Section 11(a)(ii), or (C) securities that may be issued upon
exercise of Rights from an after the occurrence of an event set forth in Section
11(a)(ii), which Rights were acquired by such Person or any of such Person’s
Affiliates or Associates prior to the Distribution Date or pursuant to Section
3(c) or Section 22 hereof (the “Original Rights”) or
pursuant to Section 11(i) hereof in connection with an adjustment made with
respect to any Original Rights; or

     

    (iv)         which
are the subject of a derivative transaction entered into by such Person, or
derivative security acquired by such Person, which gives such Person the
economic equivalent of ownership of an amount of such securities due to the fact
that the value of the derivative is explicitly determined by reference to the
price or value of such securities, without regard to whether (A) such derivative
conveys any voting rights in such securities to such Person, (B) the derivative
is required to be, or capable of being, settled through delivery of such
securities, or (C) such Person may have entered into other transactions that
hedge the economic effect of such derivative. In determining the number of
Common Stock deemed Beneficially Owned by virtue of the operation of this
Section 1, the subject Person shall be deemed to Beneficially Own (without
duplication) the number of Common Stock that are synthetically owned pursuant to
such derivative transactions or such derivative securities. Common Stock deemed
to be Beneficially Owned pursuant to the operation of this Section 1 is referred
to herein as “Derivative Common Stock.”


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    Notwithstanding
anything in this definition of Beneficial Ownership to the contrary, the phrase
“then outstanding,” when used with reference to a Person’s Beneficial Ownership
of securities of the Company, shall mean the number of such securities then
issued and outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to own
beneficially hereunder.

     

    3.           This
Amendment to the Rights Agreement shall be effective as of the date of this
Amendment, and all references to the Rights Agreement shall, from and after such
time, be deemed to be references to the Rights Agreement as amended
hereby.

     

    4.           Except
as expressly amended hereby, the Rights Agreement shall remain unchanged and in
full force and effect.

     

    5.           This
Amendment shall be deemed to be a contract made under the laws of the State of
Nevada and for all purposes shall be governed by and construed and enforced 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 and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York without reference to the choice of law provisions thereof.

     

    6.           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.

     

    7.           If
any term of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms of
this Amendment shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.

    


    [SIGNATURES
ON FOLLOWING PAGE]


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE FOR AMENDMENT TO RIGHTS AGREEMENT]

     

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

    
       

      
        
          
            
              
                	
                        THE
      QUIGLEY CORPORATION

                      
	 
      	 
      
	
                        By: 

                      	 
      
	
                        Name:  Ted
      Karkus

                      
	
                        Title:    Chief
      Executive Officer

                      
	 
      
	
                        AMERICAN STOCK TRANSFER
      &

                        TRUST COMPANY,
      LLC

                        as Rights
      Agent

                      
	 
      
	
                        By: 

                      	 
      
	
                        Name:    
      Herbert J. Lemmer

                      
	
                        Title:      
      Vice
President

                      


              

            

          

        

      

    


    
      
         


      

      
        - 4
-