<PAGE>


                                                                     EXHIBIT 4.2

                          AGREEMENT OF SUBSTITUTION AND
                          AMENDMENT OF RIGHTS AGREEMENT

     This Agreement of Substitution and Amendment is entered into as of November
11, 2003, to be effective as of October 20, 2003 (the "Effective Date"), by and
between Too, Inc., a Delaware corporation (the "Company") and American Stock
Transfer & Trust Company, a New York banking corporation ("AST"). Capitalized
terms not otherwise defined in this Agreement of Substitution and Amendment
shall have the meanings ascribed to them in the Rights Agreement referenced
below.

                                    RECITALS

A.   On or about August 14, 2001, the Company entered into a Rights Agreement
     (the "Rights Agreement") with EquiServe Trust Company, N.A., as Rights
     Agent (the "Predecessor Agent").

B.   The Company wishes to remove the Predecessor Agent and substitute AST as
     Rights Agent pursuant to Section 21 of the Rights Agreement, and AST has
     agreed to accept such substitution.

C.   The Company has given the Predecessor Agent notice of removal of the
     Predecessor Agent as Rights Agent.


                                    AGREEMENT

     NOW THEREFORE, in consideration of the foregoing and of other
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:

     1.   Section 21 of the Rights Agreement is hereby amended to provide that
          any successor Rights Agent shall, at the time of its appointment as
          Rights Agent, have a combined capital and surplus of at least $10
          million, rather than $50 million.

     2.   The Company hereby appoints AST as rights agent pursuant to Section 21
          of the Rights Agreement, to serve in that capacity for the
          consideration and subject to all of the terms and conditions of the
          Rights Agreement.

     3.   AST hereby accepts the appointment as rights agent pursuant to Section
          21 of the Rights Agreement and agrees to serve in that capacity for
          the consideration and subject to all of the terms and conditions of
          the Rights Agreement.






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     4.   From and after the Effective Date, each and every reference in the
          Rights Agreement to a "Rights Agent" shall be deemed to be a reference
          to AST.

     5.   AST and the Company hereby agree that from and after October 20, 2003,
          Section 3(e) of the Rights Agreement shall be amended to read in its
          entirety as follows:

                    "(e) Certificates for Common Shares issued at any time after
               the Record Date and prior to the earliest of the Distribution
               Date, the Redemption Date or the Expiration Date, shall have
               impressed on, printed on, written on or otherwise affixed to them
               the following legend:

                    This certificate also represents Rights that entitle the
               holder hereof to certain rights as set forth in a Rights
               Agreement by and between the Company and American Stock Transfer
               & Trust Company, as Rights Agent (the "Rights Agreement"), the
               terms and conditions of which are hereby incorporated herein by
               reference and a copy of which is on file at the principal
               executive offices of the Company.

                    Under certain circumstances specified in the Rights
               Agreement, such Rights will be represented by separate
               certificates and will no longer be represented by this
               certificate. Under certain circumstances specified in the Rights
               Agreement, Rights beneficially owned by certain persons may
               become null and void. The Company will mail to the record holder
               of this certificate a copy of the Rights Agreement without charge
               promptly following receipt of a written request therefor."

     6.   AST and the Company hereby agree that from and after October 20, 2003,
          Section 3(f) of the Rights Agreement shall be amended to read its
          entirety as follows:

                    "(f) Certificates for Common Shares issued at any time on or
               after the Distribution Date and prior to the earlier of the
               Redemption Date or the Expiration Date shall have impressed on,
               printed on, written on or otherwise affixed to them the following
               legend:

                         This certificate does not represent any Right issued
                    pursuant to the terms of a Rights Agreement by and between
                    the Company and American Stock Transfer & Trust Company, as
                    Rights Agent."



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     7.   Section 26 of the Rights Agreement is amended to provide that notices
          or demands shall be addressed as follows (until another address is
          filed):

If to the Company:                    Too, Inc.
                                      8323 Walton Parkway
                                      New Albany, Ohio 43054
                                      Attn: Kent A. Kleeberger

With a copy to:                       Curtis A. Loveland, Esq.
                                      Porter, Wright Morris & Arthur, LLP
                                      41 South High Street
                                      Columbus, Ohio 43215

If to AST:                            American Stock Transfer & Trust Company
                                      59 Maiden Lane
                                      New York, NY 10038
                                      Attention: Corporate Trust Department

     8.   Except as expressly modified herein, the Rights Agreement shall remain
          in full force and effect.

     9.   This Agreement of Substitution and Amendment may be executed in one or
          more counterparts, each of which shall together constitute one and the
          same document.


     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date indicated above.

                                           TOO, INC.


                                                    /s/ Kent A. Kleeberger
                                           ------------------------------------
                                           Name:  Kent A. Kleeberger
                                                  -----------------------------
                                           Title: EVP - COO & CFO
                                                  -----------------------------



                                           AMERICAN STOCK TRANSFER
                                           & TRUST COMPANY


                                                  /s/ Herbert J. Lemmer
                                           ------------------------------------
                                           Name:  Herbert J. Lemmer
                                                  -----------------------------
                                           Title: Vice President
                                                  -----------------------------








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