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                                                                     Exhibit 4.4

                     THIRD AMENDMENT TO RIGHTS AGREEMENT

                  This Third Amendment dated November 21, 2000 (this "THIRD
AMENDMENT") to the Rights Agreement dated as of June 11, 1986, as first
amended on August 21, 1990 and second amended on May 31, 1996 (the "RIGHTS
AGREEMENT") between Kellwood Company, a Delaware corporation (the "COMPANY")
and American Stock Transfer & Trust Company, Inc., a trust company organized
under the laws of the State of New York (the "RIGHTS AGENT").

                  A. Acting pursuant to Section 26 of the Rights Agreement,
         and in consideration of the premises and the mutual agreements
         herein set forth, the parties hereby agree that the Rights
         Agreement shall be and hereby is amended as hereinafter set forth.

                  1.  Section 1(i) is hereby amended and restated as follows:

                           (i) "Super Majority" shall mean, with respect to
                  decisions of the Board of Directors of the Company, a
                  number equal to the number of directors in the largest
                  class of directors, plus one. If the Company shall ever
                  consolidate its Board of Directors into a single class,
                  then Super Majority shall mean a number equal to the
                  lowest number of directors that constitutes greater than
                  or equal to 70% of the Whole Board. By way of example, if
                  the Board of Directors of the Company includes two classes
                  of directors, with six directors in one class and four
                  directors in the other class, a Super Majority would be
                  seven directors. If the Board of Directors consists of a
                  single class of 10 directors, a Super Majority would by
                  seven directors.

                  2.  Section 7(e) is amended to read as follows:

                           (e) Notwithstanding anything in this Agreement to
                  the contrary, upon the earliest to occur of: (i) the date
                  the Company elects to exchange the Rights pursuant to
                  Section 11(c); (ii) a Triggering Event; or (iii) the Stock
                  Acquisition Date, any unexercised Rights that are or were
                  at any time on or after the earlier to occur of (x) the
                  Distribution Date or (y) the Stock Acquisition Date
                  beneficially owned by an Acquiring Person or owned by any
                  Person who subsequently becomes an Acquiring Person shall
                  immediately become permanently null and void without any
                  further action, and any holder of those Rights shall
                  thereupon have no right to exercise the Rights under any
                  provision of this Agreement.

                  3.  Section 11(b) is amended to read as follows:

                           (b) In the event that there shall not be
                  sufficient issued but not outstanding and authorized but
                  unissued shares of Common Stock to

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                                                                   Exhibit 4.4

                  permit the exercise in full of the Rights in accordance with
                  the foregoing subparagraph (a), the Company shall take all
                  such action as may be necessary to authorize additional
                  shares of Common Stock for issuance upon exercise of the
                  rights; provided, however, if the Company is unable to cause
                  the authorization of a sufficient number of additional shares
                  of Common Stock, then, in the event the Rights become so
                  exercisable, the Company, with respect to each Right and
                  to the extent necessary and permitted by applicable law
                  and any agreements or instruments in effect on the date
                  hereof to which it is a party shall, upon the exercise of
                  such Rights, (i) pay an amount in cash equal to the excess
                  of (A) the product of (1) the number of Adjustment Shares,
                  multiplied by (2) the Current Market Price of the Common
                  Stock (such product being herein referred to as the
                  "Current Value"), over (B) the Purchase Price, in lieu of
                  issuing shares of Common Stock and requiring payment
                  therefor, or (ii) issue debt or equity securities, or a
                  combination thereof, having a value equal to the Current
                  Value, where the value of such securities shall be
                  determined by a nationally recognized investment banking
                  firm selected by the Board of Directors of the Company,
                  and require the payment of the Purchase Price, or (iii)
                  deliver any combination of cash, property, Common Stock
                  and/or other securities having the requisite value, and
                  require payment of all or any requisite portion of the
                  Purchase Price. To the extent that the Company determines
                  that some action need be taken pursuant to clauses (i),
                  (ii), or (iii) of the proviso of this subparagraph (b), a
                  Super Majority of the Whole Board may suspend the
                  exercisability of the Rights for a period of up to 45 days
                  following the date on which the Flip-In Event shall have
                  occurred, in order to decide the appropriate form of
                  distribution to be made pursuant to the above proviso and
                  to determine the value thereof. In the event of any
                  suspension, the Company shall issue a public announcement
                  stating that the exercisability of the Rights has been
                  temporarily suspended, as well as a public announcement at
                  the time the suspension is no longer in effect.

                  4.  Section 13(n) is amended to read as follows:

                           (a) The Company covenants and agrees that, after
                  the Stock Acquisition Date, it will not, except as
                  permitted by Section 23 or Section 26 hereof, take any
                  action the purpose or effect of which is to diminish
                  substantially or otherwise eliminate the benefits intended
                  to be afforded by the Rights, unless such action is
                  approved by a Super Majority of the Whole Board.


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                                                                     Exhibit 4.4

                  5.  Section 21 is amended and restated as follows:

                  Section 21.  Change of Rights Agent.
                               ----------------------

                           (a) Resignation. 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 Stock and Preferred Stock by registered or
                  certified mail, and to the holders of the Right
                  Certificates by first-class mail.

                           (b) Removal by Company. 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 Stock and Preferred Stock, by
                  registered or certified mail, and to the holders of the
                  Right Certificates by first-class mail.

                           (c) Replacement. If the Rights Agent resigns or
                               -----------
                  is removed or otherwise becomes incapable of acting, the
                  Company shall appoint a successor Rights Agent. If the
                  Company fails to appoint a successor Rights Agent within
                  30 days after giving the Rights Agent notice of its
                  removal, or within 30 days after receiving written notice
                  of the resignation or incapacity of the Rights Agent from
                  the Rights Agent or a holder of a Right Certificate (who
                  shall, with its notice, submit its 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.

                           (d) Qualifications. Any successor Rights Agent,
                               --------------
                  whether appointed by the Company or by a court, shall: (i)
                  be a trust company or banking corporation organized in any
                  of the United States and doing business in good standing
                  under the laws of the United States or of the State of
                  Missouri or of the State of New York ; (ii) be authorized
                  to do business as a trust company or banking institution
                  in the State of Missouri or the State of New York; (iii)
                  be subject to supervision or examination by federal or
                  state authority; and (iv) have, at the time of its
                  appointment as Rights Agent, a combined capital and
                  surplus of at least $10,000,000.

                           (e) Succession Procedures. 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 the
                  appointment of the successor Rights Agent, the Company
                  shall file notice thereof in writing with the predecessor
                  Rights Agent and each transfer agent of the Common Stock
                  and the Preferred Stock, 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


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                                                                     Exhibit 4.4


                  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.

                  6.  Section 26 is amended to read as follows:

                           Section 26. Supplements and Amendments. The
                                       --------------------------
                  Company and the Rights Agent may from time to time
                  supplement or amend this Agreement without the approval of
                  any holders of Right Certificates in order to cure any
                  ambiguity, to correct or supplement any provision
                  contained herein which may be defective or inconsistent
                  with any other provisions herein or to change or
                  supplement the provisions hereunder in any manner which
                  the Company may deem necessary or desirable and which
                  shall not adversely affect the interests of the holders of
                  Right Certificates other than an Acquiring Person;
                  provided, however, that this Agreement may not be
                  supplemented or amended in any way unless approved by a
                  Super Majority of the Whole Board, and provided further
                  that no amendment or supplement may be made if the effect
                  would be to extend or shorten the redemption period after
                  the Stock Acquisition Date or change the Purchase Price or
                  the Redemption Price.

                  B. As promptly as practicable following the date of this
         Third Amendment, the Company shall cause: (i) a summary of this
         Third Amendment and a revised Summary of Rights reflecting this
         Amendment to be sent by first-class postage prepaid mail to each
         holder of record of Common Stock as of the close of business on the
         date hereof, at the address of such holder as shown on the records
         of the Company, (ii) the legend on the certificates for the Common
         Stock referring to the Rights Agreement to be supplemented so as to
         make reference to this Amendment, and (iii) the form of Rights
         Certificate (attached as Exhibit B to the Rights Agreement) to be
         supplemented to make reference to this Amendment.

                                  * * * * *



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                                                                    Exhibit 4.4

                  IN WITNESS WHEREOF, the parties have caused this Amendment
to be duly executed and their respective corporate seals to be hereto
affixed and attested, all as of the date and year first above written.


    Attest:                                    KELLWOOD COMPANY


By:          /s/ Ann Quirin               By:          /s/ Hal J. Upbin
     -----------------------------------       ---------------------------------
     Name: Ann Quirin                          Name: Hal J. Upbin
                                               Title: Chairman of the Board,
                                               President and CEO





    Attest:                                    AMERICAN STOCK TRANSFER &
                                               TRUST COMPANY, INC.,
                                               as successor in interest to
                                               Boatmen's Trust Company to the
                                               obligations of Rights Agent
                                               under this Agreement


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