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                                                                     EXHIBIT 4.2


                       First Amendment to the Daniel Green
                   Company Retirement Savings Partnership Plan

WHEREAS, Daniel Green Company (the "Company") adopted the Daniel Green Company
Retirement Savings Partnership Plan (the "Plan") effective August 1, 1997, which
Plan was amended and restated effective January 1, 2001;

WHEREAS, Section 14.1 reserves to the Company the right to amend the Plan;

WHEREAS, the Company desires to amend the Plan to permit Participants to direct
the investment of certain assets held in their Account;

WHEREAS, the Company desires to amend the Plan to reflect the change in the name
of the Plan and the Company; and

NOW, THEREFORE, the Plan is hereby amended generally effective September 1,
2002, unless otherwise indicated herein:

1.       Section 2.8 is hereby amended, effective May 10, 2002, to read as
         follows:

         "2.8 "Company" means Phoenix Footwear Group, Inc. (formerly the Daniel
         Green Company) and any successor to substantially all of its business,
         and any Affiliated Company that has adopted the Plan in accordance with
         Section 17.9."

2.       Section 2.36 is hereby amended, effective May 10, 2002, to read as
         follows:

         "2.36 "Plan" means the Phoenix Footwear Group, Inc. Retirement Savings
         Partnership Plan as set forth herein, with any and all supplements and
         amendments hereto that may be in effect."

3.       Section 6.4 is hereby amended to read as follows:

         "6.4 Investment of Replacement Plan Amount. The Committee may direct
         the Trustee to invest all or a portion of the Replacement Plan Amount
         and any earnings thereon (whether credited to the Suspense Account or
         to the Replacement Plan accounts of Participants) in common stock of
         the Company which constitutes Employer Securities; provided, however,
         that the Participant shall have the ability to direct the investment of
         his Replacement Plan Account subject to the provisions of Section
         13.2."

4.       Section 6A.4 is hereby amended to read as follows:

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         6A.4 Investment of Penobscot Replacement Plan Amount. The Committee may
         direct the Trustee to invest all or a portion of the Replacement Plan
         Amount and any earnings thereon (whether credited to the Suspense
         Account or to the Replacement Plan Accounts of Participants) in common
         stock of the Company which constitutes Employer Securities; provided,
         however, that the Participant shall have the ability to direct the
         investment of his Replacement Plan Account subject to the provisions of
         Section 13.2."

5.       Section 11.2 is hereby amended to add the following sentence after the
         first sentence:

         "For purposes of determining the required minimum distributions for
         calendar years beginning on or after January 1, 2003, all distributions
         required under this Section 11.2 will be made in a manner to comply
         with Treasury regulations under Section 401(a)(9) of the Code."

6.       Section 13.2 is hereby amended to read as follows:

         "13.2 Investment of Trust Fund. The Trustee shall invest the assets of
         the Trust Fund in accordance with the provisions of the Trust Agreement
         and this Section 13.2.


         A Participant or Beneficiary may direct the Trustee to invest amounts
         contributed for his Account, including his Replacement Plan Account, in
         any one or more investment media approved or announced from time to
         time in writing by the Committee as being available under the Plan.
         Each Participant's or Beneficiary's directions shall be given in a form
         required or permitted by the Committee, subject to the rules and
         conditions of this Section 13.2.

         (a)      The Committee shall from time to time establish and announce
                  in writing reasonable rules and regulations concerning the
                  number of investment media into which a Participant or
                  Beneficiary may direct that portions of any single
                  contribution be invested, the minimum dollar amount that may
                  be invested in any single medium, the intervals at which a
                  Participant or Beneficiary may change his investment
                  directions as to the future contributions and the intervals at
                  which a Participant or Beneficiary may change his director as
                  to the future investment of amounts then credited to his
                  Account. Nothing herein shall be construed to require the
                  Trustee to carry out any direction that would result in a
                  prohibited transaction under Section 406 of Title I ERISA or
                  Section 4975 of the Code or would generate income taxable to
                  the Plan, and the Trustee may decline to carry out any
                  direction that could create a fiduciary liability for the
                  Trustee that would not otherwise exist.

         (b)      Subject to the rules announced in accordance with paragraph
                  (a), each Participant's or Beneficiary's investment directions
                  shall be completed and transmitted to the Trustee before they
                  are to become effective and shall thereafter control the
                  investment of his Account including his Replacement Plan
                  Account, until he submits a

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                  subsequent direction. The Trustee shall, upon his request,
                  give a Participant or Beneficiary written confirmation of his
                  investment directions. Subject to the rules announced in
                  accordance with paragraph (a), each Participant or Beneficiary
                  may give investment directions effective at least once within
                  any three month period, the dates for such investment
                  directions to be determined from time to time by the
                  Committee.

         (c)      Amounts received by the Trustee for a Participant's or
                  Beneficiary's Account shall be invested as promptly as
                  practicable after their receipt by the Trustee in the medium
                  directed by the Participant or Beneficiary or, in the cases of
                  the Suspense Account as directed by the Committee. Any
                  distribution thereon that is received in cash shall be applied
                  as soon as practicable to the purchase of additional interests
                  in the directed medium. Any distribution thereon that is
                  received in any form of property other than additional shares
                  or other evidences of interest in the directed medium itself
                  shall be converted to cash as soon as practicable, and
                  reinvested in additional interests in the directed medium.
                  Notwithstanding the preceding sentence, if for any reason it
                  proves impracticable in the opinion of the Trustee to convert
                  any such increment promptly into cash, then the Trustee may in
                  its sole discretion determined the method and time of sale,
                  disposition, use, application or conversion of the same,
                  provided that Accounts are credited with their proportionate
                  interests therein as prescribed in Article 7.

         (d)      In the event that a Participant or Beneficiary fails to direct
                  the Trustee as to the investment of an amount to be credited
                  to his Account, the Trustee shall invest that amount in
                  accordance with a standing direction from the Participant or
                  Beneficiary, or if there is no such standing direction, the
                  Trustee in it sole discretion shall determine the manner of
                  its investment until the Participant or Beneficiary provides
                  proper direction. A Participant's Replacement Plan Account
                  shall be invested in Employer Securities (or as directed by
                  the Committee) unless and until the Participant provides
                  affirmative direction for the investment of such Account.

         (e)      The Trustee shall have no liability or responsibility for any
                  loss or expense to any Participant's or Beneficiary's
                  Account(s) resulting from any investment made in accordance
                  with the directions of the Participant or Beneficiary or, in
                  the case of Replacement Plan Accounts, as directed by the
                  Committee.

         (f)      An income, gain, loss or expense realized by a Participant's
                  or Beneficiary's Account, and any brokerage commissions
                  associated with a Participant's or Beneficiary's Account shall
                  be allocated to his Account and shall not be shared by or
                  allocated to any other Participant's or Beneficiary's Account.
                  The Plan may charge each Participant's or Beneficiary's
                  Account with the reasonable expenses of carrying out the
                  Participant's or Beneficiary's directions."

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IN WITNESS WHEREOF, the Company has caused this amendment to be duly adopted and
executed in it name and behalf.

                                        PHOENIX FOOTWEAR GROUP, INC.

                                        By:/s/ ROBERT PEREIRA VP FINANCE AND CFO
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                                        Date: August 14, 2002
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