AGREEMENT AND PLAN OF MERGER

Dated as of June 18, 2004

Among

JONES APPAREL GROUP, INC.,

MSC ACQUISITION CORP.

And

MAXWELL SHOE COMPANY INC.

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AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of June 18, 2004, among Jones Apparel Group, Inc., a Pennsylvania corporation (Parent), MSC Acquisition Corp., a New York corporation and an indirect wholly owned subsidiary of Parent (Sub), and Maxwell Shoe Company Inc., a Delaware corporation (the Company).

WHEREAS Sub has outstanding an offer (the Existing Offer, and, as amended from time to time in accordance with this Agreement, the Offer) to purchase all the outstanding shares of Class A Common Stock, par value $.01 per share, of the Company (the Company Common Stock), including the associated Rights (as defined in Section 3.01(c)), on the terms and subject to the conditions set forth in the Offer to Purchase dated March 23, 2004 (as amended and supplemented from time to time, the Offer to Purchase), and in the related letter of transmittal;

WHEREAS the Board of Directors of each of the Company and Sub has approved and declared advisable, and the Board of Directors of Parent has approved, this Agreement and the merger of Sub with and into the Company, upon the terms and subject to the conditions set forth in this Agreement (the Merger), whereby each issued and outstanding share of the Company Common Stock not directly owned by Parent, Sub or the Company (other than Appraisal Shares (as defined in Section 2.01(b))), will be converted into the right to receive the per share consideration paid pursuant to the Offer;

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