REEBOK INTERNATIONAL LTD. AND BANKBOSTON, N.A. (F/K/A/ THE FIRST NATIONAL BANK OF BOSTON) AS RIGHTS AGENT COMMON STOCK RIGHTS AGREEMENT AMENDMENT NO. 4 This Agreement, dated as of May 26, 1999 (this "Agreement"), is between Reebok International Ltd., a Massachusetts corporation (the "Company") and BankBoston, N.A., as Rights Agent: WHEREAS, pursuant to Section 27 of the Rights Agreement (as defined below), the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; WHEREAS, the Company desires to make an amendment to the Rights Agreement; and WHEREAS, the execution and delivery of this Agreement by the Company and the Rights Agent have been in all respects duly authorized by each of them; Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. RIGHTS AGREEMENT; DEFINITIONS. This Agreement amends the Common Stock Rights Agreement dated as of June 14, 1990 among the parties hereto (as in effect prior to giving effect to this Agreement, the "Rights Agreement"). Terms defined in the Rights Agreement as amended hereby (the Amended Rights Agreement") and not otherwise defined herein are used with the meaning so defined. 2. AMENDMENT OF RIGHTS AGREEMENT. Effective upon the date hereof, the Rights Agreement is amended as follows: 2.1 AMENDMENT TO SECTION 21. Section 21 of the Rights Agreement is amended to delete the phrase at the end of the sixth sentence thereof which reads "a combined capital and surplus of at least $50,000,000" and replace it with the phrase "a combined capital and surplus of at least $10,000,000." 3. GENERAL. This Agreement and the Amended Rights Agreement referred to herein constitute the entire understanding of the parties with respect to the subject matter hereof. Except as expressly provided for herein, the provisions of the Rights Agreement shall continue in full force and effect and shall not be affected or modified in any way by this Agreement. Page 5 of 8 This Agreement may be executed in any number of counterparts, which together shall constitute one instrument, and shall bind and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws (other than the conflict of law rules) of The Commonwealth of Massachusetts. Each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized officer as an agreement under seal as of the date first written above. REEBOK INTERNATIONAL LTD. By: /s/ BARRY NAGLER Name: Barry Nagler Title: Senior Vice President and General Counsel BANKBOSTON, N.A. (f/k/a The First National Bank of Boston) as Rights Agent By: /s/ KATHERINE ANDERSON Name: Katherine Anderson Title: Administration Manager Page 6 of 8