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<page> American Superconductor Corporation Amendment No. 1 to Rights Agreement This Amendment No. 1, Executed as of January 29, 1999, Is Made to the Rights Agreement, Dated as of October 30, 1998 (The "Agreement"), Between American Superconductor Corporation, a Delaware Corporation (The "Company"), and American Stock Transfer & Trust Company, a New York Corporation, as Rights Agent (The "Rights Agent"). in Accordance With the Provisions of Section 27 of the Agreement, the Agreement Is Hereby Amended by Deleting Section 23(c) Thereof in Its Entirety. 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 and Their Respective Corporate Seals to Be Hereunto Affixed and Attested, All as of the Day and Year First Above Written. Attest: American Superconductor Corporation By: /S/ Paul L. Davenport By: /S/ Stanley D. Piekos Name: Paul L. Davenport Name: Stanley D. Piekos Title: Manager of Financial Reporting Title: Chief Financial Officer Attest: American Stock Transfer & Trust Company By: /S/ Susan Silber By: /S/ Herbert J. Lemmer Name: Susan Silber Name: Herbert J. Lemmer Title: Assistant Secretary Title: Vice President
