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                                                                     EXHIBIT 4.1

                    SECOND AMENDMENT TO THE RIGHTS AGREEMENT
             AND CERTIFICATION OF COMPLIANCE WITH SECTION 27 THEREOF

            THIS SECOND AMENDMENT TO THE RIGHTS AGREEMENT AND CERTIFICATION OF
COMPLIANCE WITH SECTION 27 THEREOF (this "Amendment") is made and entered into
as of November 13, 2001, by and among Cisco Systems, Inc., a California
corporation (the "Company"), Fleet National Bank (f/k/a BankBoston, N.A.), a
national banking association (the "Current Rights Agent"), and EquiServe Trust
Company, N.A., a national banking association (the "Successor Rights Agent").

            WHEREAS, the Company and the Current Rights Agent have entered into
that certain Rights Agreement dated as of June 10, 1998, as amended by that
certain First Amendment to the Rights Agreement and Certification of Compliance
With Section 27 Thereof dated as of July 27, 2000 (the "Agreement");

            WHEREAS, the Company, the Current Rights Agent and the Successor
Rights Agent desire to effect the substitution of the Successor Rights Agent for
the Current Rights Agent as Rights Agent under the Agreement;

            WHEREAS, the Company and the Current Rights Agent desire to amend
the Agreement to permit such substitution; and

            WHEREAS, the Board of Directors of the Company has approved this
Amendment, as required by Section 27 of the Agreement.

            NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

            1. All references to the terms "Agreement" and "Rights Agreement" in
the Agreement shall be deemed to be references to the Agreement as amended by
this Amendment.

            2. Except as expressly modified by this Amendment, the Agreement
shall remain in full force and effect in accordance with its terms.

            3. The fifth sentence of Section 21 of the Agreement (beginning "Any
successor Rights Agent,") is hereby deleted in its entirety and replaced with
the following:

                "Any successor Rights Agent, whether appointed by the Company or
by such a court, shall be a corporation or trust company organized and doing
business under the laws of the United States or of any state of the United
States, in good standing, authorized under such laws to exercise corporate trust
or stock transfer powers, and subject to supervision or examination by federal
or state authority and which has either individually or combined with an


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affiliate at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million."

            4. The Company hereby appoints the Successor Rights Agent as the
successor to the Current Rights Agent under the Agreement, and the Successor
Rights Agent hereby accepts such appointment, in each case effective immediately
after the execution and delivery of this Amendment by the parties hereto and the
effectiveness of the amendments to the Agreement set forth in the preceding
sentences hereof. Upon and after the effectiveness of such appointment and
acceptance, the Successor Rights Agent shall be bound by the Agreement and shall
be vested with the same powers, rights, duties and responsibilities as if it had
originally been a party to the Agreement and named as Rights Agent therein and
all references to the term "Rights Agent" in the Agreement shall be deemed to be
references to the Successor Rights Agent.

            5. Notwithstanding anything to the contrary contained in the
Agreement, the legend set forth in Section 4(b) of the Agreement, as set forth
on any Rights Certificate (as such term is defined in the Agreement), may be
modified to the extent appropriate to reflect amendments to the Agreement and
changes in the identity of the Rights Agent under the Agreement.

            6. The undersigned officer of the Company, being an appropriate
officer of the Company and authorized to do so by resolution of the Board of
Directors of the Company dated as of November 13, 2001, hereby certifies to the
Current Rights Agent and the Successor Rights Agent that this Amendment is in
compliance with the terms of Section 27 of the Agreement.

            7. This Amendment and all of the provisions hereof shall be binding
upon, inure to the benefit of and be enforceable by the Company, the Current
Rights Agent and the Successor Rights Agent and their respective successors and
permitted assigns.

            8. This Amendment shall be deemed to be a contract made under the
laws of the State of California 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 performed entirely within such State.

            9. 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.

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            IN WITNESS WHEREOF, this Second Amendment to the Rights Agreement
and Certification of Compliance with Section 27 Thereof has been duly executed
and delivered by the duly authorized officer of each party hereto as of the date
first written above.

                                  CISCO SYSTEMS, INC.


                                  By:    /s/ DANIEL SCHEINMAN
                                      -----------------------------------------
                                      Name: Daniel Scheinman
                                      Title: Senior Vice President & Assistant
                                      Secretary


                                  FLEET NATIONAL BANK


                                  By:    /s/ CAROL MULVEY - EORI
                                      -----------------------------------------
                                      Name: Carol Mulvey - Eori
                                      Title:   Managing Director, Client Admin


                                  EQUISERVE TRUST COMPANY, N.A.

                                  By:    /s/ CAROL MULVEY - EORI
                                      -----------------------------------------
                                      Name: Carol Mulvey - Eori
                                      Title:   Managing Director, Client Admin