Span America Medical Systems Inc – ‘8-A12G/A’ on 12/2/03 – EX-1

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Amendment No. 2                                        2     12K 
 2: EX-1        Amendment to Rights Agreement                          2     10K 

EX-1   —   Amendment to Rights Agreement

EX-1
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                                                                     Exhibit 1.1

 AMENDMENT NO. 1
 TO AMENDED & RESTATED
SHAREHOLDER RIGHTS AGREEMENT

         This  Amendment  No. 1 (the  "Amendment")  to the  Amended  &  Restated
Shareholder  Rights  Agreement  dated  March 24, 2003 (the  "Agreement")  by and
between  Span-America  Medical Systems,  Inc., a South Carolina corporation (the
"Company"),  and American Stock  Transfer & Trust Company,  as Rights Agent (the
"Rights Agent"), is entered into by and between the Company and the Rights Agent
as of November 19, 2003, to be effective as of such date. Capitalized terms used
in this  Amendment  and not  otherwise  defined  herein have the same meaning as
ascribed to such terms in the Agreement.                                        

         WHEREAS,  Section 27 of the Agreement  generally provides in part that,
prior to the  Distribution  Date, the Company and the Rights Agent shall, if the
Company so directs,  supplement or amend any provision of the Agreement  without
the approval of any holders of certificates representing shares of the Company's
Common Stock;                                                                   

         WHEREAS,  no Distribution  Date has occurred,  the Company has directed
the Rights Agent to amend the  Agreement  as set forth below and the  amendments
set forth below;                                                                

         NOW THEREFORE,  in  consideration  for the mutual  covenants  contained
herein and other good and valuable  consideration,  the  sufficiency of which is
hereby acknowledged, the Company and the Rights Agent hereby agree as follows:  

         1. Change in  Definition  of "Person":  The  definition of "Person" set
forth Section  (1)(s) of the Agreement is hereby  amended by deleting the phrase
"and includes,  without limitation,  an unincorporated  group of persons who, by
formal or informal  agreement or arrangement  (whether or not in writing),  have
embarked  on a  common  purpose  or act"  therefrom  so that the  definition  of
"Person" as amended hereby reads in its entirety as follows:                    

                           (s)  "Person"  shall  mean  any   individual,   firm,
         corporation,  partnership, limited liability company, limited liability
partnership, trust, syndicate or other entity.                

         2.  No  Other  Amendments.   Except  as  explicitly  provided  in  this
Amendment,  the  Agreement  shall remain in full force and effect and  unamended
hereby.  All references to the "Agreement" set forth in the Agreement shall mean
the Agreement as amended by this Amendment.                                     

         3. Applicable Law. This Amendment shall be deemed to be a contract made
under  the laws of the State of South  Carolina  and for all  purposes  shall be
governed by and construed in accordance  with the laws of such State  applicable
to contracts to be made and to be performed entirely within South Carolina.     

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EX-1
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         4.  Headings.  The headings  contained in this  Amendment  are inserted
for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.                                                

         5.  Counterparts.  This  Amendment  may be  executed  in any  number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.                                                            

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested as of November 19, 2003.                             

ATTEST:                                 SPAN-AMERICA MEDICAL SYSTEMS, INC.      

By: /s/ Richard C. Coggins              By: /s/ James D. Ferguson               
    ---------------------------------       ------------------------------------
Richard C. Coggins                     James D. Ferguson              
    Secretary                              President & Chief Executive Officer

ATTEST:                                 AMERICAN STOCK TRANSFER                 
               & TRUST COMPANY

By: /s/ Susan Silber                    By: /s/ Herbert J. Lemmer               
    ---------------------------------       ------------------------------------
Susan Silber                           Herbert J. Lemmer              
Assistant Secretary                    Vice President                 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/2/03							8-K
		11/19/03		1		2
		3/24/03		1					8-A12G/A,  8-K
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