EXHIBIT
4.1

     

    AMENDMENT
TO AMENDED AND RESTATED RIGHTS AGREEMENT

    


    AMENDMENT,
dated as of October 25, 2010, to AMENDED AND RESTATED RIGHTS AGREEMENT, dated as
of April 24, 2007 (the “Rights
Agreement”), by and between Lazare Kaplan International Inc., a Delaware
corporation (the “Company”)
and Mellon Investor Services LLC, a New Jersey limited liability company
(formerly ChaseMellon Shareholder Services, L.L.C.) as Rights Agent (the “Rights
Agent”).

    


    WHEREAS,
the parties hereto have previously entered into the Rights
Agreement;

    


    WHEREAS,
the Company is entering into that certain Settlement Agreement, dated as of
October 25, 2010, among the Company, ABN AMRO Bank N.V., The Royal Bank of
Scotland PLC and certain other parties named therein (the “Settlement
Agreement”); and

    


    WHEREAS,
in connection with the execution and delivery of the Settlement Agreement, the
Company wishes to amend the Rights Agreement to add certain provisions which the
Company deems necessary and desirable.

    


    NOW
THEREFORE, the parties hereto hereby agree as follows:

    


    1.           Amendment.   The
Rights Agreement shall be hereby amended as follows:

    


    (a)           The
definition of “Acquiring
Person” as set forth in Section 1.1(a) of the Rights Agreement is hereby
amended by adding the following sentences to the end of such
definition:

    


    “This
definition of Acquiring Person shall not be deemed to include ABN AMRO Bank N.V.
and The Royal Bank of Scotland PLC and each of their respective affiliates
(collectively, “ABN”) solely with respect to Common Shares of the Company being
transferred by ABN to the Company pursuant to the Settlement Agreement dated as
of October 25, 2010, among the Company, ABN and the other parties named therein
(the “Settlement Agreement”). Without limiting the generality of the foregoing,
ABN has not and will not become an “Acquiring Person” as a result of the
transactions contemplated by the Settlement
Agreement.  Notwithstanding the foregoing, in the event that the
Settlement Agreement is determined to be null and void and of no force and
effect pursuant to the terms thereof, the first two sentences of this paragraph
shall be deemed omitted and of no further force and effect.”


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    2.           Ratification.    Except
as specifically provided herein, nothing herein contained shall otherwise
modify, reduce, amend or otherwise supplement the terms and provisions of the
Rights Agreement, which shall remain in full force and effect in accordance with
its terms.

    


    3.           Entire
Agreement.  This Amendment constitutes the entire agreement
between the parties hereto with respect to the amendment to the Rights Agreement
and the subject matter herein and shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.

    


    4.           Governing
Law.  This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware for contracts
executed and to be fully performed in such state and without regard to conflicts
of laws, except that the rights and obligations of the Rights Agent shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts to be made and performed entirely within such
state.

    


    5.           Counterparts.  This
Amendment may be executed in one or more counterparts each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

    


    [Signature
Page to Follow]

    


    
      
         

      

      
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    IN
WITNESS WHEREOF, this Amendment has been executed by the parties this 25th day of
October 2010.

    


    
      
        	 
      	
                LAZARE
      KAPLAN INTERNATIONAL INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	 
      	
                MELLON
      INVESTOR SERVICES LLC,

              
	 
      	
                as
      Rights Agent

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    


    
      
         


      

      
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