AMENDMENT NO 3 TO RIGHTS AGREEMENT DATED AS OF JUNE 18, 2004



 Exhibit 4.1 
  

AMENDMENT NO. 3 TO RIGHTS AGREEMENT 
  
 This Amendment No. 3 (this “Amendment”) to that Rights Agreement, dated as of November 2, 1998, by and between Maxwell Shoe Company Inc.
and BankBoston, N.A., as rights agent, as amended by Amendment No. 1 to Rights Agreement, dated as of December 6, 2001, by and between Maxwell Shoe Company Inc. and EquiServe Trust Company, N.A., as rights agent, and Amendment No. 2 to Rights
Agreement, dated April 2, 2004, by and between Maxwell Shoe Company Inc. and EquiServe Trust Company, N.A., as rights agent (as amended, the “Rights Agreement”), is made and entered into this 18th day of June, 2004 by and between
MAXWELL SHOE COMPANY INC., a Delaware corporation (the “Company”), and EQUISERVE TRUST COMPANY, N.A., a national banking association (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have
the meanings given them in the Rights Agreement. 
  
 RECITALS

  
 WHEREAS, Section 27 of the Rights Agreement provides that
the Board of Directors of the Company (the “Board”) may, from time to time, without the approval of any holders of Rights, supplement or amend any provision of the Rights Agreement, and direct the Rights Agent so to supplement or
amend such provision; and 
  
 WHEREAS, the Board believes that it
is in the best interest of the Company to amend the Rights Agreement as set forth below. 
  
 AGREEMENT 
  
 NOW,
THEREFORE, in consideration of the premises and mutual agreements set forth herein, the parties hereto agree to amend the Rights Agreement as follows: 
  
 1. Amendment. 
  
 A. Section 1(k) of the Rights Agreement is hereby amended by deleting the “and” and inserting a comma where “and” appears between
“Subsidiary of the Company” and “any Person holding Voting Shares” and by inserting the following words at the end of Section 1(k) of the Rights Agreement: 
  
 “, Jones Apparel Group, Inc., a Pennsylvania corporation, and MSC Acquisition Corp., a New York corporation.”

  
 B. Section 1(m) of the Rights Agreement is hereby amended by
deleting “November 2, 2008” and inserting the following words in lieu thereof in Section 1(m) of the Rights Agreement: 
  
 “the earlier of (i) November 2, 2008 and (ii) the time immediately prior to the effectiveness of the merger of MSC Acquisition Corp. with and into
the Company” 







 2. Effectiveness. This Amendment shall not be effective until the time immediately preceding the
execution and delivery of an agreement and plan of merger among Jones Apparel Group, Inc., MSC Acquisition Corp. and the Company pursuant to which MSC Acquisition Corp. will merge with and into the Company. 
  
 3. Ratification. Except as expressly amended hereby, the Rights
Agreement shall continue in full force and effect in accordance with its terms, without any waiver, amendment or other modification of any provision thereof. 
  
 4. Governing Law. The Company and the Rights Agent agree that the interpretation, validity, construction, and performance of this Amendment shall
be governed by the laws of the State of Delaware without regard to its principles of conflicts of laws. 
  
 5. Counterparts. This Amendment may be executed in any number of counterparts and each such counterpart 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 as of June 18, 2004. 
  

							
	MAXWELL SHOE COMPANY INC.	 	EQUISERVE TRUST COMPANY, N.A.
				
	By:	 	 /s/ James J. Tinagero

	 	By:	 	 /s/ Carol Mulvey-Eori


	Name:	 	James J. Tinagero	 	Name:	 	Carol Mulvey-Eori
	Title:	 	 Chief Operating Officer and
 Executive Vice
President
	 	Title:	 	Managing Director

  

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