EXHIBIT 4(b)
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 27 of the Rights
Agreement between FLEET BANK, N.A. F/K/A BANKBOSTON, N.A. (the "Rights
Agent") and THE BOMBAY COMPANY, INC. ("COMPANY") dated June 1, 1995
(the "Agreement"), the Rights Agent and The Bombay Company desire to
amend the Agreement to appoint EquiServe Trust Company, N.A.
2. EFFECTIVENESS. This Amendment shall be effective as of
February 21, 2002 (the "Amendment") and all defined terms and
definitions in the Agreement shall be the same in the Amendment except
as specifically revised by the Amendment.
1. REVISION. The section in the Agreement entitled "Change of Rights Agent"
is hereby deleted in its entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent
may resign and be discharged from its duties under this Agreement upon
30 days' notice in writing mailed to the Company and to each transfer
agent of the Common Shares or Preferred shares by registered or
certified mail and to the holders of the Right Certificates by first-
class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon 30 days' notice in writing mailed to the Rights Agent
or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Shares or Preferred Shares by registered or
certified mail, and to the holders of the Right Certificates by first-
class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated rights Agent or by the
holder of a Right Certificate (who shall, with such notice, submit such
holder's Right Certificate for inspection by the company), then the
registered holder of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation or trust company organized and doing
business under the laws of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state
authority and which has individually or combined with an affiliate at
the time of its appointment as Rights Agent a combined capital and
surplus of at least $100 million dollars. After appointment, the
successor Rights Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at
the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file
notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Shares or Preferred Shares, and mail a
notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section
21, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers, as of this 22nd day of February, 2002.
THE BOMBAY COMPANY, INC. FLEET BANK, N.A. F/K/A BANK BOSTON, N.A.
/s/ XXXXXXX X. XXXXXXXXXXXX /s/ XXXXX XXXXXX-XXXX
___________________________ ___________________________
By: Xxxxxxx X. Xxxxxxxxxxxx By: Xxxxx Xxxxxx-Xxxx
Title: Vice President, Secretary Title: Managing Director,
and General Counsel Client Administraton
EQUISERVE TRUST COMPANY, N.A.
/s/ XXXXX XXXXXX-XXXX
__________________________
By:
Title: Managing Director,
Client Administration
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Agrmt.doc
