Exhibit 4.4


 


SECOND AMENDMENT TO RIGHTS AGREEMENT


 


 


This Second Amendment to
Rights Agreement is dated as of December 23, 2002 between Labor Ready, Inc., a
Washington corporation (the “Company”)
and Computershare Trust Company, Inc. (the “Rights
Agent”).


 


WHEREAS, reference is made
to the Rights Agreement dated as of January 6, 1998 (the “Rights Plan”), between the Company and
TranSecurities International, Inc. and the First Amendment to Rights Plan and
Confirmation of Appointment as Successor Rights Agent dated as of June 13,
2002, between the Company and the Rights Agent;


 


WHEREAS
the Board of Directors of the Company and the Rights Agent have determined to
amend the Rights Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, receipt and sufficiency of which are hereby acknowledged, the
undersigned agree as follows:


 


1. 
Pursuant to Section 27 thereof, Section 1 of the Rights Plan is hereby
amended to add a new third paragraph to the definition of “Acquiring Person” as
follows:


 


“FMR Corp. (“FMR”) and its Affiliates and Associates,
including any accounts for which FMR and its Affiliates and Associates have
investment management or advisory responsibilities (including, but not limited
to, the Fidelity Investments mutual funds) will not be deemed to be an
Acquiring Person, but only so long as (A) FMR is the Beneficial Owner of less
than seventeen percent (17%) of the shares of Common Stock then outstanding and
(B) FMR reports or is required to report such ownership on Schedule 13G under
the Exchange Act or on Schedule 13D under the Exchange Act (or ay comparable or
successor report) which Schedule 13D does not state any present intention to
hold such shares of Common Stock with the purpose or effect of changing or
influencing the control of the Company, nor in connection with or as a
participant in any transaction having such purpose or effect; provided,
however, that (1) if FMR becomes the Beneficial Owner of seventeen percent
(17%) or more (but less than eighteen percent (18%)), of the shares of Common
Stock then outstanding and, within ten (10) Business Days of being requested by
the Company to advise it regarding the same, FMR certifies to the Company that
FMR acquired such shares of Common Stock in excess of seventeen percent (17%)
inadvertently or (2) if FMR becomes the Beneficial Owner of seventeen percent
(17%) or more of the shares of Common Stock then outstanding as the result of
an acquisition of shares of Common Stock by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of shares
beneficially owned by FMR to seventeen percent (17%) or more of the shares of
Common Stock then outstanding and, under either of the circumstances specified
in clause (1) or (2), FMR thereafter does not acquire additional shares of
Common Stock while the Beneficial Owner of seventeen percent (17%) or more of
the shares of Common


 

















 


Stock then outstanding, then
FMR will not be deemed to be an Acquiring Person so long as the conditions set
forth in clause (B) of this paragraph continue to be satisfied.”


 


 


2. 
Except as expressly amended hereby, the Rights Plan shall remain in full
force and effect as by its terms set forth.


 


 


DATED as of this 23rd day of
December, 2002.


 


	
  LABOR READY, INC.

  	
   

  	
  COMPUTERSHARE TRUST
  COMPANY, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Timothy J. Adams

  	
   

  	
  By:

  	
  /s/ K. Gwinn

  
	
   

  	
  Timothy J.Adams

  	
   

  	
  Its:

  	
  Vice President

  
	
  Its:

  	
  Executive Vice President
  and

  	
   

  	
   

  	
   

  
	
  General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ian Yewer

  
	
   

  	
   

  	
   

  	
  Its:

  	
  President

  



 


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