**EXHIBIT 4.12**

**FIRST SUPPLEMENTAL INDENTURE**

    FIRST SUPPLEMENTAL INDENTURE dated as of December 23 2002,by and among Jones Apparel Group, Inc., a Pennsylvania corporation, JonesApparel Group Holdings, Inc., a Delaware corporation, Jones Apparel Group USA,Inc., a Pennsylvania corporation, Nine West Group Inc., a Delaware corporation(collectively, the "Issuers"), Nine West Footwear Corporation, aDelaware corporation ("Footwear "), Jones Retail Corporation, a NewJersey corporation and The Bank of New York, a New York State bankingcorporation, as trustee (the "Trustee").

    WHEREAS, the Issuers and the Trustee have entered into anIndenture dated as of June 15, 1999, as amended and supplemented from time totime (the "Indenture"), providing for the issuance of up to $175million aggregate principal amount of their 7.50% Senior Notes Due 2004 and $225million aggregate principal amount of their 7.875% Senior Notes Due 2006(collectively, the "Securities");

    WHEREAS, Section 9.01 of the Indenture provides that theIssuers and the Trustee may amend the Indenture without notice or consent of anyHolder;

    WHEREAS, the Issuers desire to amend certain provisions ofthe Indenture, as set forth in Article I hereof;

    WHEREAS, Nine West Group Inc. ("Nine West")intends to (x) transfer all of its wholesale operations to Footwear, a direct,wholly owned subsidiary of Nine West; (y) transfer all of its retail operationsto Retail, a direct wholly owned subsidiary of Jones Apparel Group, Holdings("Holdings"); and (z) merge With and into Holdings, with Holdingsbeing the surviving corporation (collectively, the "Reorganization");

    WHEREAS, Footwear and Retail desire to execute and deliverthis First Supplemental Indenture in accordance with and pursuant to the termsof Section 5.01 of the Indenture; and

    WHEREAS, all things necessary to make this FirstSupplemental Indenture a valid agreement, in accordance with the terms of theIndenture, have been done.

    NOW, THEREFORE, this First Supplemental Indenturewitnesseth that, for and in consideration of the premises, it is mutuallycovenanted and agreed, for the equal and proportionate benefit of all Holders ofthe Securities, as follows:

**ARTICLE 1.AMENDMENTS TO INDENTURE**

SECTION 1.01 *Amendments.* Effective upon the consummation of' theReorganization, pursuant to Article V of the Indenture, Footwear and Retailshall jointly and severally assume all obligations of Nine West under theIndenture and (together with the Issuers

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other than Nine West) be obligors under the Indenture and any and allSecurities that remain outstanding under the Indenture.

**ARTICLE 11.MISCELLANEOUS**

    SECTION 2.01 *Instruments To Be Read Together.* ThisFirst Supplemental Indenture is an indenture supplemental to and inimplementation of the Indenture, and said Indenture and this First SupplementalIndenture shall henceforth be read together.

    SECTION 2.02 *Confirmation.* The Indenture as amendedand Supplemented by this First Supplemental Indenture is in all respectsconfirmed and preserved.

    SECTION 2.03 *Definitions.* Capitalized terms used inthis First Supplemental Indenture and not otherwise defined herein shall havethe respective meanings set forth in the Indenture. Any defined terms present inthe Indenture, but no longer used as a result of the amendments made by thisFirst Supplemental Indenture shall be eliminated.

    SECTION 2.04 *Headings.* The headings of the Articlesand Sections of this Indenture have been inserted for convenience of referenceonly, are not intended to be considered a pail hereof and shall not modify orrestrict any of the terms or provisions hereof.

    SECTION 2.05 *Governing Law.* The laws of the Stateof New York shall govern this First Supplemental Indenture.

    SECTION 2.06 *Multiple Originals.* The parties maysign any number of copies of this First Supplemental Indenture, Each signed copyshall be an original, but all of them together represent the same agreement. Onesigned copy of the First Supplemental Indenture is enough to prove this FirstSupplemental Indenture.

    SECTION 2.07 *Effectiveness; Termination.* Theprovisions of this First Supplemental Indenture will take effect immediatelyupon its execution and delivery by the Trustee in accordance with the provisionsof Section 9.06 of the Indenture; provided that the amendments to the Indentureset forth in Section 1.01 of this First Supplemental Indenture shall becomeoperative upon consummation of the Reorganization.

    SECTION 2.08 *Acceptance by Trustee.* The Trusteeaccepts the amendments to the Indenture effected by this First SupplementalIndenture and agrees to execute the trusts created by the Indenture as herebyamended, but only upon the terms and conditions set forth in the Indenture.

    SECTION 2.09 *Responsibility of Trustee.* Therecitals contained herein shall be taken as the statements of the Company, andthe Trustee assumes no responsibility for their correctness. The Trustee makesno representations as to the validity or sufficiency of this First SupplementalIndenture.

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    IN WITNESS WHEREOF, the parties hereto have caused thisFirst Supplemental Indenture to be duly executed, all as of the date firstwritten above.

|  | JONES APPAREL GROUP, INC.      
By: /s/ Wesley R. CardName: Wesley R. Card       Title: Chief Financial Officer

JONES APPAREL GROUP HOLDINGS, INC.

By: /s/ Ira M. Dansky       Name: Ira M. Dansky       Title: President

JONES APPAREL GROUP USA, INC.

By: /s/ Wesley R. Card      Name: Wesley R. Card      Title: Chief Financial Officer

NINE WEST GROUP INC,

By: /s/ Wesley R. Card      Name: Wesley R. Card      Title: Chief Financial Officer

NINE WEST FOOTWEAR CORPORATION

By: /s/ Rhonda Brown      Name: Rhonda Brown      Title: President

JONES RETAIL CORPORATION

By: /s/ Wesley R. Card      Name: Wesley R. Card      Title: Vice President

THE BANK OF NEW YORK, as Trustee

By: /s/ Joseph A. Lloret       Name: Joseph A. Lloret      Title: Assistant Treasurer |
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