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EXHIBIT 4.2




AMENDMENT TO RIGHTS AGREEMENT




      Amendment (this “Amendment”) dated as of November 5, 2006 to the Rights Agreement
(the “Rights Agreement”), dated as of July 7, 1998, between ElkCorp (formerly known as “Elcor
Corporation”), a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly
known as ChaseMellon Shareholder Services, L.L.C.), as rights agent (the “Rights Agent”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Rights
Agreement.



      WHEREAS, the parties hereto entered in the Rights Agreement, pursuant to which the Rights
Agent agreed to act as agent with respect to the Rights, whose privileges and obligations were set
forth in the Agreement;



      WHEREAS, the parties desire to amend the Agreement, as further set forth herein; and




      WHEREAS, pursuant to Section 27 of the Agreement, the Agreement may be amended by the Company
without the approval of any holders of Right Certificates by a writing signed by the Company and
the Rights Agent.



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



      1. Section 1(a) of the Agreement shall be replaced in its entirety with the following text:





“Acquiring Person” shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 10% or more of the shares of Common Stock then
outstanding, but shall not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan of the
Company or of any Subsidiary of the Company,



 









 







or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan, (iv) any
Person who becomes the Beneficial Owner of 10% or more of the shares
of Common Stock then outstanding as a result of a reduction in the
number of shares of Common Stock outstanding due to the repurchase
of shares of Common Stock by the Company unless and until such
Person, after becoming aware that such Person has become the
Beneficial Owner of 10% or more of the then outstanding shares of
Common Stock, acquires beneficial ownership of additional shares of
Common Stock representing 1% or more of the shares of Common Stock
then outstanding; or (v) any Person who as of November 5, 2006, is
the Beneficial Owner of 10% or more of the shares of Common Stock
then outstanding unless and until such Person acquires beneficial
ownership of additional shares of Common Stock after November 5,
2006 (and provided that, after giving effect to such acquisition of
beneficial ownership of additional shares, such Person is the
Beneficial Owner of 10% or more of the shares of Common Stock then
outstanding, even if at such time such Person has beneficial
ownership of fewer shares of Common Stock or a lesser percentage of
the shares of Common Stock outstanding than such Person beneficially
owned on November 5, 2006). Notwithstanding the foregoing, 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 shares of Common Stock so that
such Person would no longer be an “Acquiring Person,” as defined
pursuant to the foregoing provisions of this paragraph (a), then
such Person shall not be deemed to be an “Acquiring Person” for any
purposes of this Agreement.



[Signature Page Follows]




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



	 	 	 	 	 
	 	 	ELKCORP
	 
	 	 	 	 
	 

	 	By:	 	/s/ Thomas D. Karol
	 

	 	 	 	 
	 

	 	 	 	Thomas D. Karol,
	 

	 	 	 	Chairman of the Board and
Chief Executive Officer
	 
	 	 	 	 
	 	 	MELLON INVESTOR SERVICES, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Barbara J. Robbins
	 

	 	 	 	 
	 

	 	Name:	 	Barbara J. Robbins
	 

	 	 	 	 
	 

	 	Title:	 	Vice President
	 

	 	 	 	 






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