DIAMONDCLUSTER INTERNATIONAL, INC.

and

MELLON INVESTOR SERVICES LLC

as Rights Agent

Rights Agreement

dated as of October 14, 2003

Table of Contents

i

Table of Contents
(continued)

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THE RIGHTS AGREEMENT (AGREEMENT),
DATED AS OF OCTOBER 14, 2003,
BETWEEN DIAMONDCLUSTER INTERNATIONAL, INC.,
A DELAWARE CORPORATION (THE COMPANY), AND
MELLON INVESTOR SERVICES LLC, A NEW JERSEY LIMITED LIABILITY
COMPANY, AS RIGHTS AGENT (THE RIGHTS AGENT).

          The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a Right) for each Common Share (as hereinafter defined) of the Company outstanding on October 15, 2003 (the Record Date), each Right representing the right to purchase one one-thousandth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined).

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

          Section 1. Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

          (a) Acquiring Person shall mean any Person (as hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as hereinafter defined) of 15% or more of the Common Shares of the Company then outstanding, but shall not include the Company, any Subsidiary (as hereinafter defined) of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, 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 Common Shares of the Company outstanding, increases the proportionate number of Common Shares of the Company 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. 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 Common Shares 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.

          (b) Affiliate shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as hereinafter defined) as in effect on the date of this Agreement.

          (c) Associate shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement.

          (d) A Person shall be deemed the Beneficial Owner of and shall be deemed to beneficially own any securities:

          (i) which such Person or any of such Persons Affiliates or Associates beneficially owns, directly or indirectly;

          (ii) which such Person or any of such Persons Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Persons Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

          (iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Persons Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Section 1(d)(ii)(B) hereof) or disposing of any securities of the Company.

Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase then outstanding, when used with reference to a Persons 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.

          (e) Business Day shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of Illinois or New Jersey are authorized or obligated by law or executive order to close.

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          (f) Close of Business on any given date shall mean 5:00 P.M., Chicago time, on such date; provided, however, that, if such date is not a Business Day, it shall mean 5:00 P.M., Chicago time, on the next succeeding Business Day.

          (g) Common Shares when used with reference to the Company shall mean the shares of common stock, par value $.001 per share, of the Company. Common Shares when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person.

          (h) Distribution Date shall have the meaning set forth in Section 3(a) hereof.

          (i) Exchange Act shall mean the Securities Exchange Act of 1934, as amended.

          (j) Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

          (k) Final Expiration Date shall have the meaning set forth in Section 7(a) hereof.

          (l) NASDAQ shall mean the National Association of Securities Dealers, Inc. Automated Quotation System.

          (m) Person shall mean any individual, firm, corporation, limited liability company, partnership, trust or other entity, and shall include any successor (by merger or otherwise) thereof or thereto.

          (n) Preferred Shares shall mean shares of Series A Junior Participating Preferred Stock, par value $1.00 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

          (o) Purchase Price shall have the meaning set forth in Section 4 hereof.

          (p) Record Date shall have the meaning set forth in the first paragraph hereof.

          (q) Redemption Date shall have the meaning set forth in Section 7(a) hereof.

          (r) Redemption Price shall have the meaning set forth in Section 23(a) hereof.

          (s) Right shall have the meaning set forth in the second paragraph hereof.

          (t) Right Certificate shall have the meaning set forth in Section 3(a) hereof.
 

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