ex4-2



 



Exhibit 4.2



AMENDMENT NO. 1 TO

PREFERRED STOCK RIGHTS AGREEMENT



         This
Amendment No. 1 to Preferred Stock Rights Agreement is made as
of December  3, 2001, between Solectron Corporation, a Delaware
Corporation (the “Company”), and EquiServe Trust Company, N.A. (the “Rights
Agent”).


         On June 29, 2001, the Company and Fleet National Bank (the
former Rights Agent) entered into a
Preferred Stock Rights Agreement (the “Rights Agreement”). On August 8,
2001, the Company, 3924548 Canada Inc. and C-MAC Industries Inc.
(“C-MAC”) entered into a combination agreement, which agreement was
amended on September 7, 2001 by an amendment entered into by the Company,
3924548 Canada Inc., Solectron Global Services Canada Inc. (“Exchangeco”)
and C-MAC (as so amended, the “Combination Agreement”). The Combination
Agreement provides for the combination of C-MAC with the Company pursuant
to a plan of arrangement under Section 192 of the Canada Business
Corporations Act.


         Pursuant to Section 27 of the Rights Agreement, the Company and the
Rights Agent wish to amend the Rights Agreement as provided herein in
connection with the consummation of the transactions contemplated by the
Combination Agreement. All capitalized terms used herein but not defined
herein shall have the meanings ascribed to them in the Rights Agreement.



	1.	 	The third parenthetical in Section (1)(d)(ii)(A) is hereby amended
to read:




	 	 	 	“(other than the Rights or the Exchangeable Share Rights)”.




	2.	 	The following definitions are hereby added to Section 1, any
subsequent subsections are deemed amended to reflect necessary
changes to subsection numbers (eg. Section 1(p) becomes Section
1(r), Section 1(q) becomes Section 1(s), etc.) and any and all cross
references in the Rights Agreement are deemed amended to reflect
such subsection renumbering;




	 		 	(p)     “Exchangeable Share Rights” shall mean the exchangeable share
purchase rights, each representing the right to purchase one
exchangeable share of Exchangeco, as such number may be adjusted
pursuant to the Exchangeable Share Rights Agreement, dated as of
December 3, 2002, between Exchangeco, the Company and National
Bank Trust.
	 
	 		 	(q)     “Exchangeco” shall mean Solectron Global Services Canada
Inc., a company continued and existing under the laws of Canada.




	3.	 	Except as expressly modified by this Amendment No. 1, the Rights
Agreement shall remain in full force and effect in accordance with
its terms. To the extent there are any inconsistencies or
ambiguities between this Amendment No. 1 and the Rights Agreement,
the terms of this Amendment shall superseded the Rights Agreement.



 






 







	4.	 	This Amendment No. 1 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.
	 
	5.	 	This Amendment No. 1 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
No. 1 to be duly executed as of the day and year first above written.



	 	 	 
	“COMPANY”	 	
Solectron Corporation
	
	
	
	

	  	 	 
	
	
	
	

	 	 	
By:   /s/  Kiran Patel
	 	 	

	 	 	
Name:   Kiran Patel
	 	 	

	 	 	
Title:   Executive Vice President

               and Chief Financial Officer
	 	 	

	“RIGHTS AGENT”	 	
EquiServe Trust Company, N.A.
	
	
	
	

	  	 	 
	
	
	
	

	 	 	
By:   /s/  Tyler Haynes
	 	 	

	 	 	
Name:   Tyler Haynes
	 	 	

	 	 	
Title:   Managing Director