Exhibit 99.4

THIRD AMENDMENT TO RIGHTS AGREEMENT
BETWEEN
MARK IV INDUSTRIES, INC.
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY

           This Agreement, made as of this 26th day of May, 2000 between Mark IV Industries, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York banking corporation (the "Rights Agent"), amends the Rights Agreement dated as of May 17, 1995 between the Company and the Rights Agent and amended as of May 19, 1999 and as of May 19, 2000 (the "Rights Agreement").

           WHEREAS, the Company and MIV Acquisition Corporation, a Delaware corporation ("Merger Sub"), intend to enter into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, among other things, (i) Merger Sub shall merge with and into the Company (the "Merger"), with the Company continuing as the Surviving Corporation and (ii) each outstanding Share (as defined in the Merger Agreement) shall be converted into the right to receive cash from the Surviving Corporation. The Board of Directors of the Company has approved the Merger and the Merger Agreement.

           WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in order to reflect the foregoing, and the Company and the Rights Agent desire to evidence such amendment in writing;

           NOW THEREFORE, intending to be legally bound, the Company and the Rights Agent hereby agree that the Rights Agreement is hereby amended as set forth below:

           1.      Section 1(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

           2.      The following Sections 1(j) and 1(k) are inserted into the Rights Agreement, and all subsequent subsections of Section 1 are renumbered accordingly, and all cross-references to such renumbered subsections are changed to refer to such subsections as if renumbered:

           3.      Section 1(k) of the Rights Agreement is hereby renumbered as Section 1(n) and is amended to add the following sentence at the end thereof:

           4.     Section 1(n) of the Rights Agreement is hereby renumbered as Section 1(q) and is amended to add the following sentence at the end thereof:

           5.      Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof:

           6.      Section 11(a)(ii) of the Rights Agreement is amended to add the following sentence at the end thereof:

          7.      Section 13(d) of the Rights Agreement is amended to add the following sentence after the first sentence thereof:

           8.     Effectiveness. This Amendment shall be deemed effective as of May 26, 2000. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

           9.     Miscellaneous. This Amendment 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 made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.