AGREEMENT OF SUBSTITUTION AND AMENDMENT OF

                                RIGHTS AGREEMENT





         This Agreement of Substitution and Amendment is entered into as of July

1, 2002, by and among Nabi Biopharmaceuticals, a Delaware corporation (the

"Company"), Registrar and Transfer Company (the "Old Agent") and American Stock

Transfer & Trust Company, a New York banking corporation (the "New Agent").



                                    RECITALS



A.       On or about August 1, 1997, the Company entered into a Rights

         Agreement, as subsequently amended (the "Rights Agreement"), with the

         Old Agent as rights agent.



B.       The Company wishes to amend the Rights Agreement in accordance with

         Section 27 thereof.



C.       The Company wishes to remove the Old Agent and substitute the New Agent

         as rights agent pursuant to Section 21 of the Rights Agreement.



D.       The Company has given the Old Agent proper notice of removal of the Old

         Agent as rights agent.



                                    AGREEMENT



         NOW THEREFORE, in consideration of the foregoing and of other

consideration, the receipt and sufficiency of which is hereby acknowledged, the

parties agree as follows:



1.       In accordance with Section 27 of the Rights Agreement, the Company

         hereby amends the Rights Agreement by deleting the second sentence of

         Section 21 in its entirety and inserting the following in lieu thereof:



         "The Company may remove the Rights Agent or any successor Rights Agent

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