Maxwell Shoe Company Commences Mailing to Stockholders; Urges Stockholders Not to Sign Any Gold Consent Cards

Business Wire, April 26, 2004

Business Editors

HYDE PARK, Mass.--(BUSINESS WIRE)--April 26, 2004

Maxwell Shoe Company Inc. (NASDAQ: MAXS) today announced that it has commenced mailing of its definitive consent revocation materials in connection with Jones Apparel Group, Inc.'s (NYSE: JNY) consent solicitation to replace Maxwell Shoe Company's Board with Jones's handpicked nominees.

Maxwell Shoe Company urges stockholders to discard any gold consent cards they receive from Jones and SIGN, DATE and RETURN the BLUE consent revocation card being mailed today.

Maxwell Shoe Company today mailed the following letter to its stockholders, which accompanies its definitive consent revocation materials:

DO NOT SIGN ANY GOLD CONSENT CARD SENT TO YOU BY JONES APPAREL GROUP

April 26, 2004

Dear Fellow Stockholder:

As you know, on March 23, 2004, Jones Apparel Group, Inc. commenced an unsolicited tender offer for all of the outstanding shares of Maxwell Shoe Company common stock for $20.00 per share in cash--a price that is materially below the $22.44 market price of Maxwell Shoe Company's common stock as of April 22, 2004. In fact, Maxwell Shoe Company's common stock has been trading above Jones's offer price since the public announcement of Jones's proposal on February 25, 2004.

Your Board of Directors, with the advice of its independent financial and legal advisors, has unanimously rejected Jones's $20.00 per share offer as financially inadequate and not in your best interests. We believe Jones's offer significantly undervalues the strength and diversity of Maxwell Shoe Company's portfolio of brands, record level of bookings, backlog of new business, and significant future growth opportunities. Accordingly, we urge you to reject Jones's offer and NOT tender your shares to Jones.

On April 19, 2004, Jones announced that less than 2% of Maxwell Shoe Company's outstanding shares had been tendered into their unsolicited offer. These underwhelming results have sent a clear message that you too believe Jones's $20 per share offer is significantly inadequate.

JONES'S OBLIGATION IS TO ACT IN THE BEST INTERESTS OF JONES, NOT YOURS

DON'T FACILITATE JONES'S INADEQUATE OFFER

In an attempt to facilitate its inadequate offer, Jones is now attempting to solicit your written consent to replace Maxwell Shoe Company's Board of Directors--which you recently elected by an overwhelming majority at the April 8, 2004 Annual Meeting--with Jones's own handpicked slate of nominees. DO NOT BE FOOLED. We believe Jones's consent solicitation is intended to circumvent an objective review by Maxwell Shoe Company's Board of Directors of Jones's tender offer in order to assist Jones in its attempt to acquire your shares at the lowest possible price.

Your Board is comprised of a majority of independent directors, and they are committed to acting in the best interests of all Maxwell Shoe Company stockholders. Jones, on the other hand, has no obligation to act in your best interests. We urge you to protect the value of your investment by discarding any consent solicitation materials that you may receive from Jones. If you have already completed and returned Jones's gold consent card, you can revoke that consent by signing, dating and mailing the enclosed BLUE consent revocation card TODAY.

YOUR BOARD OF DIRECTORS HAS AN OUTSTANDING TRACK RECORD OF VALUE CREATION

Jones's inadequate offer does not recognize the full value of Maxwell Shoe Company. Maxwell Shoe Company is one of the industry's leading footwear manufacturers, with an undisputed track record of delivering on its promises.

-- 2003 was a banner year for our company. Sales and earnings

were the best in our history. We achieved a 130 basis point

increase in operating margins, while continuing to strengthen

the balance sheet. Backlog reached an all-time high,

reflecting growth in each of our brands and private-label

offerings.

-- For 17 consecutive quarters, Maxwell Shoe Company has either

met or beat expectations. The momentum achieved last year

continued into the first quarter of fiscal 2004, with all five

of our brands delivering increased sales and market share

gains. The success and popularity of our brands has afforded

us new growth opportunities, such as product line extensions

and further expansion at retail.

-- Over the last year, Maxwell Shoe Company's stock price has

outperformed the S&P 500 and the Dow Jones Industrial Average.

For the 12 month period ended February 24, 2004, the last

trading day prior to Jones's announcement of its initial

proposal to acquire Maxwell Shoe Company, Maxwell Shoe Company

delivered a return to its stockholders of 67.3% as compared to

the S&P 500 Index and the Dow Jones Industrial Average, which

delivered returns of 34.3% and 31.8%, respectively.(1) In its

April 5, 2004 edition, Footwear News named Maxwell Shoe

Company one of the "Fastest-Growing Publicly Held Footwear

Companies" in the industry, citing our unique ability to

market trend right products, acquire new labels and expand to

new regions.

MAXWELL SHOE COMPANY IS POISED FOR CONTINUED GROWTH