Exhibit 10.2




EXHIBIT 10.2

EMPLOYMENT AGREEMENT


    AGREEMENT made as of July 1, 2001 by and between JONES
APPAREL GROUP, INC., a Pennsylvania corporation (the "Company"), and
IRWIN SAMELMAN (the "Executive").


W I T N E S S E T H:


    WHEREAS, Executive has been serving as a senior executive
of the Company pursuant to an employment agreement dated as of July 1, 2000
between the Company and the Executive (the "Prior Agreement"), and

    WHEREAS, the Company wishes to continue to employ the
Executive, and the Executive wishes to continue employment with the Company, on
the terms and conditions hereinafter set forth.

    NOW, THEREFORE, it is agreed as follows:

    1. Employment. During the term of this Agreement,
the Company shall employ the Executive as the Executive Vice President-Marketing
of the Company, with such responsibilities and authority as Executive has
heretofore had as Executive Vice President-Marketing of the Company. The
Executive shall report directly to the Chief Executive Officer of the Company.
During the term of this Agreement, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees to devote
all of Executive's business time and attention to the business affairs of the
Company, and to perform such responsibilities in a professional manner.
Notwithstanding the foregoing, during the term of this Agreement, it shall not
be a violation of this Agreement for the Executive to (a) serve on civic or
charitable boards or committees; (b) deliver lectures, fulfill speaking
engagements or teach at educational institutions; (c) serve as a non-employee
member of a board of directors of a business entity which is not competitive
with the Company and as to which the Board of Directors of the Company has given
its consent; and (d) attend to personal business, so long as such activities do
not interfere with the performance of the Executive's responsibilities as a
senior executive of the Company in accordance with this Agreement.

    2. Term. The Company shall employ the Executive for
the period commencing as of July 1, 2001 and ending as of June 30, 2004 (the
"Expiration Date"), as renewed in accordance with the following
sentence (the "Term"). The Executive's employment with the Company
will continue, and this Agreement will be automatically extended without
limitation, for successive 12-month periods commencing July 1 and ending June 30
(a "Contract Year"), unless either party to this Agreement
advises the other in writing, no later than June 30, 2002 and no later than each
June 30 thereafter, that 



such party does not wish to extend (a "Non-extension Notice"). If
this Agreement shall be so extended, the "Expiration Date" shall mean
the then applicable extended "Expiration Date", and the
"Term" shall mean the period commencing July 1, 2001 and ending on the
then applicable extended "Expiration Date".

For example, (i) if by June 30, 2002, neither party has given a Non-extension
Notice to the other, the Term will be automatically extended through June 30,
2005, and (ii) if the Term is so extended through June 30, 2005, then if by June
30, 2003, neither party has given a Non-extension Notice to the other, the Term
will be automatically extended through June 30, 2006.

    3. Salary, Retirement Plans, Fringe Benefits and
Allowances.


        (a) Throughout the Term, the
Executive shall receive a salary at the annual rate of not less than $1,000,000.
The Executive's salary shall be payable at such regular times and intervals as
the Company customarily pays its senior executives from time to time, but no
less frequently than once a month.

        (b) During the Term, the Executive
shall be eligible to participate in all savings and retirement plans, practices,
policies and programs to the extent applicable generally to other senior
executives of the Company.

        (c)(i) During the Term, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare, fringe and
other benefit plans, practices, policies and programs provided by the Company
(including, without limitation, medical, prescription drug, dental, disability,
accidental death and travel accident insurance plans and programs) to the extent
applicable generally to other senior executives of the Company.

            (ii)
During the period commencing with the termination of the Executive's
employment with the Company for any reason other than for Cause and ending with
the death of the Executive or death of the individual who was his spouse at the
date of termination of the Executive's employment, whichever occurs later, the
Company (at its sole expense) shall continue to provide the Executive and such
spouse (and eligible dependents, if any) with health care benefits comparable to
those which the Executive was receiving immediately prior to termination of
employment.

        (d) The Executive shall be
entitled to an aggregate of four (4) weeks paid vacation during each calendar
year of the Term. The Executive shall also be entitled to the benefits of the
Company's policies relating to sick leave and holidays.

        (e) The Executive shall have all
expenses reasonably incurred by Executive on behalf of the Company reimbursed by
the Company in accordance with the Company's standard policies and practices.
The Executive shall be entitled to first class seating for air travel on Company
business.

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        (f) The Company shall make
available to the Executive all perquisites that are made available to senior
executives of the Company.

    4. Calendar Year Bonus; Contract Year Bonus.

        (a) Executive shall participate in
the Company's Executive Annual Incentive Plan (the "Bonus Plan"),
pursuant to which the Executive may be entitled to receive annual bonus payments
for each full calendar year of employment which ends prior to the Expiration
Date and throughout which the Executive has been employed by the Company, and a
partial annual bonus payment for the calendar year in which this Agreement
expires (such full or partial year bonus payments being hereinafter referred to
as a "Calendar Year Bonus"), prorated for the portion of such year
preceding expiration, conditioned upon the attainment of annual criteria and
objectives established for participants in the Bonus Plan.

        (b)(i) In addition to the Calendar
Year Bonuses that the Executive may receive pursuant to Section 4(a)hereof, the
Executive shall be paid an aggregate bonus of $1,500,000 for each full Contract
Year throughout which the Executive has been employed by the Company during the
Term (the "Contract Year Bonus"). The Contract Year Bonus shall be
paid in two installments of $750,000 (each a "Contract Year Bonus
Installment"), payable within 10 days after the first day and the last day
of each Contract Year (except that the first Contract Year Bonus Installment for
the Contract Year beginning July 1, 2001 shall be paid within 10 days following
the execution of this Agreement).

            (ii)
Executive may elect to receive all or part of a Contract Year Bonus Installment
in shares ("Common Shares") of the Company's common stock (the
"Common Stock Amount"), by giving written notice of such election (a
"Stock Election Notice") to the Company no later than the July 10
immediately following the end of a Contract Year. If such Stock Election Notice
has been given, the number of Common Shares that the Company shall deliver to
the Executive shall be equal to the Common Stock Amount divided by the average
daily last sale price of the Company's common stock on the New York Stock
Exchange (adjusted for intervening stock dividends, stock splits,
recapitalizations and any other transactions having a similar effect ) during
the period from the day following the Company's receipt of the Stock Election
Notice and ending on the immediately following July 31 (the "Price
Calculation Period"). A stock certificate for the Common Shares comprising
the Common Stock Amount shall be delivered to the Executive no later than the
end of the fifth business day immediately following the end of the Price
Calculation Period.

    5. Stock Options; Restricted Stock. (a) In
anticipation of entering into this Agreement and as an inducement to the
Executive to do so, the Stock Option Committee of the Board of Directors of the
Company granted to the Executive (x) on June 15, 2001, an option to purchase
250,000 Common Shares, and (y) on July 9, 2001, 100,000 Restricted Shares, in
accordance with the terms of such grants contained in agreements relating
thereto between the Executive and the Company.

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        (b) Subject to the absolute
authority of the Stock Option Committee of the Board of Directors of the Company
from time to time to grant (or not to grant) to eligible individuals options to
purchase common stock of the Company ("Options"), it is the intention
of the Company and the expectation of the Executive that while the Executive is
employed hereunder, the Executive will receive Options annually, on the
following terms and conditions (and any Options so granted shall be subject to
the following terms and conditions, which shall govern any conflicts in the
terms hereof with any terms and conditions in any stock option agreement):

            (i) Target
awards will be in an amount (plus or minus 25%) equal to 150% of Executive's
salary;

            (ii) For
purposes of determining the number of shares subject to a given Option grant,
the value of such Option shall be determined using the Black-Scholes valuation
method, or another generally recognized valuation method which is being used
uniformly by the Company for its senior executives;

            (iii) The
exercise price per share of the Options shall be the fair market value of the
common stock on the date of grant, and the Options shall expire on the tenth
anniversary of the date of grant; and

            (iv) The
Options shall vest ratably on the first three anniversaries of the date of
grant; provided, however, that all such Options and all other options to
purchase Common Shares then held by the Executive which are not then vested (in
the aggregate being referred to herein as "Accelerated Options") shall
become fully vested and immediately exercisable during the remaining original
term of each such Accelerated Option, upon the occurrence of any of the
following events ("Acceleration Events"): Executive's Retirement (as
defined herein), death, Disability, a Change in Control (as defined herein), and
termination of Executive's employment by the Company without Cause or by the
Executive for Good Reason; and

            (v) The
Options shall be granted on such other terms and conditions as are generally
made applicable to Options granted to the other senior executives of the
Company.

            6. Termination of Employment.

        
        (a) By the Company for Cause, or by the Executive without Good Reason.
The Company may terminate the Executive's employment for Cause (as defined
herein) before the Expiration Date. If the Executive's employment is
terminated for Cause, or if Executive resigns during the Term without Good
Reason (as defined below), the Company shall pay to the Executive any unpaid
salary through the date of termination, as well as reimburse the Executive for
any unpaid reimbursable expenses incurred on behalf of the Company, and
thereafter the Company shall have no additional obligations to the Executive
under this Agreement.

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        (b) Death or Disability; Retirement. (i) If the Executive's
employment terminates before the Expiration Date because of Executive's death
or Disability or Retirement (as defined herein), the Company shall pay Executive
or Executive's duly appointed personal representative, as the case may be, (i)
any unpaid salary through the date of death or the Disability Termination Date
or the date of Retirement (as defined herein) and any bonus earned in the prior
year but not yet paid, as well as reimbursement of any unpaid reimbursable
expenses incurred on behalf of the Company, (ii) an amount equal to Executive's
monthly salary during each of the six (6) months following Executive's death
or the Disability Termination Date, (iii) the Target Bonus for the calendar year
in which Executive dies or becomes Disabled or Retires, prorated for the portion
of such year preceding Executive's death or the Disability Termination Date,
and (iv) the Contract Year Bonus for the Contract Year in which the Executive
dies or becomes Disabled or Retires, prorated for the portion of such year
preceding Executive's death or the Disability Termination Date, which shall be
paid not later than 120 days after the end of such year. Except as set forth in
this Section 6(b) and in Section 2(c)(ii) hereof, the Company shall have no
additional obligations to the Executive under this Agreement in the event of
Executive's termination of employment under this Section 6(b).

            (ii) In addition to the foregoing and notwithstanding any other agreement
between the Executive and the Company, all Accelerated Options which were held
by the Executive at the time of the Executive's Retirement, death or the
Disability Termination Date, shall become fully exercisable and shall remain
exercisable by the Executive or by the Executive's estate or his
representative, as the case may be, during the remaining original term of the
Accelerated Option in the case of the Executive's Retirement or Disability, or
during the 3-year period following the date of the Executive's death.

        (c) By the Company without Cause, or by the Executive for Good
Reason. (i) The Company may terminate the Executive's employment
before the Expiration Date without Cause, and the Executive may terminate
Executive's employment before the Expiration Date for Good Reason, upon
30-days written notice to the other party. If the Executive's employment is so
terminated by the Company without Cause, or by the Executive for Good Reason, as
the case may be, the Company shall pay and provide to the Executive (i) any
unpaid salary through the date of termination and any bonus earned in the prior
year but not yet paid, as well as reimbursement of any unpaid reimbursable
expenses incurred on behalf of the Company, (ii) the Target Bonus for the
calendar year in which termination occurs, prorated for the portion of such year
preceding termination (payable no later than the 30th day immediately
following termination of employment), (iii) the Contract Year Bonus for the
Contract Year in which termination occurs, prorated for the portion of such year
preceding termination (payable no later than the 30th day immediately
following termination of employment), (iv) during each month of the Severance
Period (as defined below), an amount equal to the sum of (x) Executive's
monthly salary at the rate in effect immediately preceding termination and (y)
one-twelfth of the Executive's Target Bonus for the calendar year in which
termination occurs, and (z) one-twelfth of the Contract Year Bonus, (v)
throughout the 

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 Severance Period, continuation of Executive's participation
(including the Company's contributions thereto) in all benefit plans and
practices in which Executive was participating immediately preceding
termination, and (vi) reimbursement to the Executive for up to $10,000 of
executive outplacement services. Except as set forth in this Subsection 6(c),
the Company shall not have any additional obligations to the Executive under
this Agreement in the event of Executive's termination of employment under
this Subsection 6(c).

            (ii) In addition to the foregoing and notwithstanding any other agreement
between the Executive and the Company, all options to purchase the Company's
common stock which were held by the Executive at the time of the termination of
the Executive's employment by the Company without Cause or by the Executive
for Good Reason (whether or not following a Change of Control), shall become
fully exercisable and shall remain exercisable for the same period following
termination as would apply if the Executive's employment had not terminated.

        (d) Change in Control. If, following a "Change in
Control" (as defined herein) and prior to the Expiration Date, the Company
terminates the Executive's employment without Cause, or the Executive
terminates employment hereunder for Good Reason, the Company shall pay to the
Executive, within 20 days following termination, (i) any unpaid salary through
the date of termination and any bonus earned in the prior year but not yet paid,
as well as reimbursement of any unpaid reimbursable expenses incurred on behalf
of the Company, (ii) the Target Bonus for the calendar year in which termination
occurs, prorated for the portion of such year preceding termination, (iii) the
Contract Year Bonus for the Contract Year in which the termination occurs,
prorated for the portion of such year preceding termination, (iv) a lump-sum
payment equal to (x) 200% of Executive's yearly salary at the rate in effect
immediately preceding termination multiplied by (y) the Severance Multiple (as
defined herein), (v) reimbursement to the Executive for up to $10,000 of
executive outplacement services, and (vi) a lump-sum equal to the Company's
cost for life insurance and retirement benefits for the Severance Period.

        (e) Special Termination Provision. (i) Any other provision in
this Agreement notwithstanding, during the period commencing either when Sidney
Kimmel first does not hold the position of Chief Executive Officer of the
Company or a Change in Control has occurred, and ending on the 90th
day immediately following either such event, Executive may give written notice
(an "Early Termination Notice") to the Company that he is terminating
his employment effective on the 30th day following the giving of such
Early Termination Notice.

            (ii) If the Executive's employment is so terminated by the Executive, the
Company shall pay to the Executive, within 20 days following termination, (i)
any unpaid salary through the date of termination, as well as reimbursement of
any unpaid reimbursable expenses incurred on behalf of the Company, (ii) the
Target Bonus for the calendar year in which termination occurs, prorated for the
portion of such year preceding termination, (iii) the Contract Year Bonus for
the Contract 

6

        

 Year in which termination occurs, prorated for the portion of such
year preceding termination (payable no later than the 30th day
immediately following termination of employment, plus, if the Severance Period
ends after the termination of employment, (iv) a lump-sum payment equal to (x)
200% of Executive's yearly salary at the rate in effect immediately preceding
termination multiplied by (y) the Severance Multiple (as defined herein), (v)
reimbursement to the Executive for up to $10,000 of executive outplacement
services, and (vi) a lump-sum equal to the Company's cost for life insurance
and retirement benefits for the Severance Period.

                    (f)  As used herein:

            (i) the term "Cause" shall mean (v) the Executive's commission of
an act of fraud or dishonesty or a crime involving money or other property of
the Company; (w) the Executive's conviction of a felony or a plea of guilty or
nolo contendere to an indictment for a felony; (x) if, in carrying out
Executive's duties hereunder, the Executive engages in conduct which
constitutes willful misconduct or gross negligence; (y) the Executive's
failure to carry out a lawful order of the Board of Directors of the Company or
its Chief Executive Officer; or (z) a material breach by the Executive of this
Agreement. Any act or failure to act on the part of the Executive which is based
upon authority given pursuant to a resolution duly adopted by the Board of
Directors of the Company or authorized in writing by the Chief Executive Officer
of the Company, or based upon the advice of counsel for the Company, shall not
constitute Cause as used herein. For purposes of this provision only, a breach
shall be "material" if it is demonstrably injurious to the Company,
its affiliates or any of its respective business units, financially or
otherwise.

            Cause shall not exist unless and until the Company (i) has delivered to the
Executive a written Notice of Termination that specifically identifies the
events, actions, or non-actions, as applicable, that the Company believes
constitute Cause hereunder, and, in the case of termination for Cause under
clauses (x), (y) or (z) above, the Executive has been provided with an
opportunity to cure the offending conduct (if curable) within 30 days after
delivery of the written Notice of Termination, and has not so cured such conduct
(if curable), and (ii) the Executive has been provided an opportunity to be
heard (with counsel) within 30 days after delivery of the notice of Termination;
provided, however, that in the case of termination for Cause under clauses (x),
(y), and (z) above, the date of termination shall be no earlier than 35 days
after delivery of the Notice of Termination.

                       
            (ii) the term "Good Reason" shall mean any one of the
            following:

               
(1) a material breach of the Company's obligations under this Agreement,
which breach has not been cured within 20 business days after the Company's
receipt of written notice from the Executive of such breach;

               
              (2) a reduction in the Executive's then annual base salary;

7

        

               
(3) the relocation of the Executive's office to a location more than 30
miles from Executive's present office;

               
(4) the failure to pay the Executive any undisputed portion of the Executive's
compensation within 15 business days after the date of receipt of written notice
that such compensation or payment is due;

               
(5) the failure to continue in effect any compensation or benefit plan in
which the Executive is participating, unless either (i) an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made with
respect to such plan; or (ii) the failure to continue the Executive's
participation therein (or in such substitute or alternative plan) does not
discriminate against the Executive, both with respect to the amount of benefits
provided and the level of the Executive's participation, relative to other
similarly situated participants;

               
(6) a reduction in the Executive's title and status as Executive Vice
President-Marketing of the Company, or any change in the Executive's status
as reporting directly to the Chief Executive Officer; or the assignment to the
Executive of any duties materially inconsistent with the Executive's position
(including, without limitation, status, office, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section
1 of this Agreement, or any other action by the Company which results in a
material diminution in such position, authority, duties or responsibilities,
excluding for this purpose any action not taken in bad faith and which is
remedied by the Company no later than thirty (30) days after written notice by
the Executive; or

               
(7) any purported termination by the Company of the Executive's employment
otherwise than as expressly permitted in this Agreement.

            (iii) the terms "Disabled" or "Disability" shall mean the
Executive's physical or mental incapacity which renders the Executive
incapable, even with a reasonable accommodation by the Company, of performing
the essential functions of the duties required of Executive by this Agreement
for one hundred twenty (120) or more consecutive days; the term "Disability
Termination Date" shall mean the date as of which the Executive's
employment with the Company is terminated, either by the Executive or by the
Company, following the suffering of a Disability by the Executive.

            (iv) the term "Severance Period" shall mean the period commencing
with the termination of the Executive's employment and ending with the
Expiration Date, as renewed in accordance with Section 2 hereof.

            (v) the term "Severance Multiple" shall mean 3 times.

            (vi) the term "Change in Control" shall have the same meaning as in
the Company's 1999 Stock Option Plan, as in effect on the date hereof.

8

        

            (vii) the term "Target Bonus" shall mean 75% of Executive's
annual salary for any given year during the Term.

            (viii) The term "Retirement" shall mean voluntary retirement by the
Executive after attaining age 55 with 10 years of service with the Company, or,
if the Executive has not attained age 55 and/or less than 10 years of service
with the Company, the Company determines that circumstances exist that warrant
the granting of Retirement status.

        (g) The Executive shall have no obligation to seek other employment or
otherwise mitigate the Company's obligations to make payments under this
Section 6, and the Company's obligations shall not be reduced by the amount,
if any, of other compensation or income earned or received by the Executive
after the effective date of Executive's termination.

    7. Effect of Section 280G of the Internal Revenue Code.


        (a) Notwithstanding any other provision of this Agreement to the contrary,
and except as provided in Section 7(b), to the extent that any payment or
distribution of any type to or for the benefit of the Executive by the Company
(or by any affiliate of the Company, any person or entity who acquires ownership
or effective control of the Company or ownership of a substantial portion of the
Company's assets (within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), and the regulations thereunder),
or any affiliate of such person or entity, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (the "Total Payments"), is or will be subject to the excise
tax imposed under Section 4999 of the Code (the "Excise Tax"), then
the Total Payments shall be reduced (but not below zero) if and to the extent
that a reduction in the Total Payments would result in the Executive retaining a
larger amount, on an after-tax basis (taking into account federal, state and
local income taxes and the Excise Tax), than if the Executive received the
entire amount of such Total Payments. Unless the Executive shall have given
prior written notice specifying a different order to the Company to effectuate
the foregoing, the Company shall reduce or eliminate the Total Payments, by
first reducing or eliminating the portion of the Total Payments which are not
payable in cash and then by reducing or eliminating cash payments, in each case
in reverse order beginning with payments or benefits which are to be paid the
farthest in time from the Determination (as defined herein). Any notice given by
the Executive pursuant to the preceding sentence shall take precedence over the
provisions of any other plan, arrangement or agreement governing the Executive's
rights and entitlements to any benefits or compensation.

        (b) The determination of whether the Total Payments shall be reduced as
provided in this Section 7 and the amount of such reduction shall be made at the
Company's expense by an accounting firm selected by the Company from among its
independent auditors and the five (5) largest accounting firms (an
"Eligible Accounting Firm") in the United States (the "Accounting
Firm"). The Accounting Firm shall provide 

9



 its determination (the
"Determination"), together with detailed supporting calculations and
documentation to the Company and the Executive within ten (10) days of the last
day of Executive's employment. If the Accounting Firm determines that no
Excise Tax is payable by the Executive with respect to the Total Payments, it
shall furnish the Executive with an opinion reasonably acceptable to the
Executive that no Excise Tax will be imposed with respect to any such payments
and, absent manifest error, such Determination shall be binding, final and
conclusive upon the Company and the Executive. If the Accounting Firm determines
that an Excise Tax would be payable, the Executive shall have the right to
accept the Determination of the Accounting Firm as to the extent of the
reduction, if any, pursuant to this Section 7, or to have such Determination
reviewed by another Eligible Accounting Firm selected by the Executive, at the
expense of the Company, in which case the determination of such second
accounting firm shall be binding, final and conclusive upon the Company and
Executive.

    8. Company Property. Any trade name or mark, program, discovery,
process, design, invention or improvement which the Executive makes or develops,
which relates, directly or indirectly, to the business of the Company or its
affiliates, or Executive's employment by the Company, shall be considered as
"made for hire" and shall belong to the Company and shall be promptly
disclosed to the Company. During the Executive's employment and thereafter,
the Executive shall, without additional compensation, execute and deliver to or
as requested by the Company, any instruments of transfer and take such other
action as the Company may reasonably request to carry out the provisions hereof,
including filing, at the Company's sole expense, trademark, patent or
copyright applications for any trade name or mark, invention or writing covered
hereby and assigning such applications to the Company.

    9. Confidential Information. The Executive shall not, either during
the term of Executive's employment by the Company or thereafter, disclose to
anyone or use (except, in each case, in the performance of Executive's
responsibilities hereunder and in the regular course of the Company's
business), any information acquired by the Executive in connection with or
during the period of Executive's employment by the Company, with respect to
any confidential, proprietary or secret aspect of the affairs of the Company or
any of its affiliates, including but not limited to the requirements and terms
of dealings with existing or potential licensors, licensees, designers,
suppliers and customers and methods of doing business, all of which the
Executive acknowledges are confidential and proprietary to the Company, and any
of its affiliates, as the case may be.

    10. Competition; Recruitment; Non-Disparagement.


         (a) The Executive shall not, at any time during Executive's employment by
the Company and during the Severance Period (provided that the Company is making
the payments to Executive which may be required hereby during such Severance
Period) (the "Non-Compete Period") and under the following
circumstances, engage or become interested (as an owner, stockholder, partner,
director, officer, employee, consultant or otherwise) in any business which then
competes, directly or indirectly, with the business then conducted by the
Company or any of its subsidiaries or affiliates. The ownership 

10



 of less than 5%
of the stock of a publicly owned company which competes with the Company, any of
its subsidiaries or affiliates, in and of itself, shall not be considered a
violation of the provisions of this Section 10.

        (b) The Executive shall not, at any time during Executive's employment by
the Company and thereafter until the second anniversary of the expiration of the
Non-Compete Period, recruit, solicit for employment, hire or engage, or assist
any person or entity in recruiting, soliciting for employment, hiring or
engaging, any employee or consultant of the Company, any of its subsidiaries or
affiliates, or any person who was an employee or consultant of the Company, any
of its subsidiaries or affiliates within one year before the termination of the
Executive's employment.

        (c) For the longer of any period applicable under this Section 10 or a period
of three years immediately following the date of termination, (i) the Company,
and its respective affiliates and employees shall not disparage the Executive,
and (ii) the Executive shall not disparage the Company, or its respective
affiliates and employees.

        (d) The Executive acknowledges that these provisions are necessary for the
protection of the Company, and its subsidiaries and affiliates and are not
unreasonable, because the Executive would be able to recruit and hire personnel
other than employees of the Company, and any of their subsidiaries and
affiliates. The Executive further agrees that a breach of Section 8, 9 or 10 of
this Agreement shall result in the immediate cessation of any payments pursuant
to this Section 10 and Section 6 hereof, if applicable. The duration and the
scope of these restrictions on the Executive's activities are divisible, so
that if any provision of this Section 10 is held or deemed to be invalid, that
provision shall be automatically modified to the extent necessary to make it
valid.

    11. Notices. Any notice or other communication to the Company or to
the Executive under this Agreement shall be in writing and shall be considered
given when mailed by certified mail, return receipt requested, to such party at
Executive's latest address on the Company's payroll records, or to the
Company at 1411 Broadway, New York, New York 10018, Attention: General Counsel
(or at such other address as such party may specify by written notice to the
other party).

    12. Successors; Binding Agreement.


         (a)  Company's Successors. No rights or obligations of the
Company under this Agreement may be assigned or transferred by the Company,
except that such rights or obligations may be assigned or transferred pursuant
to a merger or consolidation in which the Company is not the continuing entity,
or the sale or liquidation of all or substantially all of the business or assets
of the Company, provided that the assignee or transferee is the successor to all
or substantially all of the business or assets of the Company and such assignee
or transferee assumes all of the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of
law. The Company will require any such successor to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company 

11



 would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business or assets as aforesaid,
which executes and delivers the agreement provided for in this Section 12 or
which otherwise becomes bound by all the terms and provisions of this Agreement
or by operation of law.

         (b) Executive's Successors. This Agreement shall not be
assignable by the Executive. This Agreement and all rights of the Executive
hereunder shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. Upon the Executive's death, all amounts
to which Executive is entitled hereunder, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the Executive's
devisee, legatee, or other designee or, if there be no such designee, to the
Executive's estate.

     13. Indemnification. The Company shall indemnify Executive and hold
the Executive harmless, to the maximum extent permitted by applicable law, from
and against all claims, actions, suits, proceedings, loss, damage, liability,
costs, charges and expenses, including reasonable attorneys' fees and costs
arising in connection with the Executive's performance of Executive's duties
hereunder or Executive's status as an employee, officer, director or agent of
the Company or its affiliates, in accordance with the Company's indemnity
policies for its senior executives.

     14. Interest on Late Payments. "Undisputed Late Obligations"
shall bear interest beginning on the Due Date until paid in full at an annual
rate of one percent (1.0%) plus the prime rate as declared from time to time by
The Chase Manhattan Bank. For purposes hereof, "Undisputed Late
Obligations" shall mean any obligation which remains unpaid 5 days after
written notice thereof is delivered to the other party in accordance with
Section 11 (the "Due Date") for money under this Agreement owing from
one party to another, which obligation (i) is not subject to any bona fide
dispute or (ii) has been adjudicated by an arbitration panel or court of
competent jurisdiction to be due and payable.

    15. Arbitration. Except as otherwise provided herein, all
controversies, claims or disputes arising out of or related to this Agreement
shall be settled under the rules of the American Arbitration Association then in
effect in the State of New York, as the sole and exclusive remedy of either
party, and judgment upon such award rendered by the arbitrator(s) may be entered
in any court of competent jurisdiction.

    16. Attorneys' Fees. The Company shall reimburse the Executive (or
the Executive shall reimburse the Company) for all reasonable costs, including
without limitation reasonable attorneys' fees, of the Executive or the
Company, as the case may be, in any dispute, arbitration or proceeding arising
under this Agreement (collectively, a "Proceeding"), so long as the
Executive or the Company, as the case may be, "prevails in substantial
part" with respect to Executive's or the Company's claims or defenses
in such Proceeding. For purposes hereof, the Executive shall be deemed to have
"prevailed in 

12



 substantial part" if (i) the Executive is the party
originally demanding a Proceeding, and the arbitrator(s) shall have awarded the
Executive at least 75% of the amount originally demanded by the Executive, or
(ii) the Company is the party originally demanding a Proceeding, and the
arbitrator(s) shall have denied the Company the relief originally requested. The
Company shall be deemed to have "prevailed in substantial part" if the
Executive is the party originally demanding a Proceeding and the arbitrator(s)
shall have awarded the Executive less than 25% of the amount originally demanded
by the Executive.

    17. Miscellaneous.


        (a) Given that a breach of the provisions of this Agreement would injure the
Company irreparably, the Company may, in addition to its other remedies, obtain
an injunction or other comparable relief restraining any violation of this
Agreement, and no bond, security or other undertaking shall be required of the
Company in connection therewith.

        (b) The provisions of this Agreement are separable, and if any provision of
this Agreement is invalid or unenforceable, the remaining provisions shall
continue in full force and effect.

        (c) This Agreement constitutes the entire understanding and agreement between
the parties, and supersedes the Prior Agreement and all other existing
agreements between them and cannot be amended, unless such amendment is in
writing and signed by both parties to this Agreement.

        (d) This Agreement shall be governed by and construed in accordance with the
laws of the State of New York (other than its choice of laws rules), where it
has been entered and where it is to be performed. The parties hereto consent to
the exclusive jurisdiction of any federal or state court in the State of New
York to resolve any dispute arising under this Agreement or otherwise.

        (e) The headings in this Agreement are solely for convenience of reference
and shall not affect its interpretation.

        (f) The failure of either party to insist on strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or
any other term of this Agreement. For any waiver of a provision of this
Agreement to be effective, it must be in writing and signed by the party against
whom the waiver is claimed.

        (g) The obligations of the Executive and the Company hereunder shall survive
the termination of the term of this Agreement and the Executive's employment
hereunder, to the extent necessary to give full effect to the provisions of this
Agreement.

14



    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the date first above written.


  
  		
JONES APPAREL GROUP, INC.

By: /s/ Sidney Kimmel

Chairman and Chief Executive Officer

      
      /s/ Irwin Samelman

      Executive