0000950123-08-018053 Sample Contracts

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • December 19th, 2008 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York

THIS AMENDMENT, is entered into as of December 19, 2008 (this “Amendment”) by and between Liz Claiborne, Inc. (the “Company”) and The Bank of New York Mellon (formerly known as The Bank of New York, successor to Equiserve, Inc. (formerly doing business as First Chicago Trust Company of New York)), as Rights Agent (the “Rights Agent”) in order to amend the terms of that certain Rights Agreement, dated as of December 4, 1998 (as amended, the “Rights Agreement”), between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Rights Agreement.

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