EXHIBIT 3.2

JONES APPAREL GROUP, INC.

AMENDED AND RESTATEDBY-LAWS
(as of March 1, 2002)

 

ARTICLE I - OFFICES

        1.1    Registered Office. The registered office of thecorporation shall be at such place within the Commonwealth of Pennsylvania asthe Board of Directors may from time to time determine.

       1.2     Other Offices. The corporation may also haveoffices at such other places as the Board of Directors may from time to timeappoint or the activities of the corporation may require.

 

ARTICLE II - SEAL

       2.1     Seal. The corporate seal shall have inscribedthereon the name of the corporation, the year of its incorporation, and thewords "Corporate Seal, Pennsylvania".

 

ARTICLE III - SHAREHOLDERS' MEETINGS

       3.1     Annual Meeting. A meeting of shareholders of thecorporation shall be held annually for the election of directors and thetransaction of such other business as may properly be brought before themeeting, on a day to be determined each year by the Board of Directors.

       3.2     Special Meetings. Special meetings of theshareholders may be called at any time for any purpose not prohibited by law orthe Articles of Incorporation by the President, the Board of Directors, or theholders of at least 20% of the shares outstanding and entitled to vote at the 

meeting, by submitting a written request therefor, stating the object of themeeting, to the Secretary. The Secretary shall fix the time and place of themeeting, which shall be not later than 60 days after the receipt of the request.If the Secretary shall neglect or fail so to set the time and place of themeeting, the persons or entities calling the meeting may do so. Businesstransacted at all special meetings shall be confined to the object stated in therequest therefor, and matters directly related and germane thereto.

       3.3     Notice. Written notice of every meeting of theshareholders, stating the place, time and hour thereof, shall be given to eachshareholder not later than five days prior to the date of the meeting. Notice ofa special meeting shall state the nature of the business to be transacted.

       3.4     Quorum. At all meetings of the shareholders, theholders of a majority of the issued and outstanding shares entitled to vote,present in person or by proxy, shall constitute a quorum. If a meeting ofshareholders cannot be organized because of the absence of a quorum, theshareholders present in person or by proxy may adjourn the meeting to such timeand place as they may determine, and in the case of a meeting called to theelection of Directors, those who attend the second such adjourned meeting shallconstitute a quorum for the purpose of electing Directors. Except as otherwiseprovided in these By-Laws, the Articles of Incorporation, or applicable law, theacts of the holders of a majority of shares entitled to vote, present in personor by proxy, and voting at a meeting having a quorum shall be the acts of theshareholders.

       3.5     Voting. Each shareholder shall be entitled to onevote in person or by proxy for each share he or she holds having voting power.Proxies shall remain in effect in accordance with their terms and applicablelaw.

       3.6     Voting List. The officer having charge of thetransfer books for shares of the corporation shall prepare, at least five daysbefore each meeting of shareholders, an alphabetical 

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 list of the names andaddresses of and shares held by the shareholders entitled to vote at themeeting. The list shall be kept on file at the registered office of thecorporation, be subject to inspection by any shareholder at any time duringusual business hours, and be produced and kept open for inspection byshareholders at the time and place of the meeting.

       3.7     Judges of Elections. The Board of Directors may,before a meeting of shareholders, appoint one or three Judges (who need not beshareholders) for such meeting. If no such Judges of Election are appointed, thechairman of the meeting may, and on the request of any shareholder or his proxyshall, make such appointment. If Judges are appointed at the request of one ormore shareholders or proxies, the shareholders present and entitled to voteshall determine whether there will be one or three Judges. The Judges ofElection shall take such action as may be necessary or proper fairly to conductthe election or vote and shall report in writing on any matter they determine,executing a certificate of any fact they find, if requested by the chairman ofthe meeting or any shareholder. No person who is a candidate for office shallact as a Judge.

  

ARTICLE IV - SHARE CERTIFICATES

       4.1     Form of Certificate. The certificates of shares ofthe corporation shall state the name of the registered holder; the number,class, and series (if any) of the shares represented; and the par value of eachshare or the absence of par value, as appropriate. Each certificate shall benumbered and registered in a share register in the order issued.

       4.2     Signature. Each share certificate shall be signed,by the President or a Vice President and the Secretary or an Assistant Secretaryor the Treasurer or an Assistant Treasurer, and sealed with the corporate seal.When a certificate is signed by a transfer agent or registrar,

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 the signature ofan authorized officer may be facsimile. If an officer who has signed acertificate, personally or by facsimile, ceases to be an officer before thecertificate is delivered, the certificate may be issued as if the signatoryremained in office.

       4.3     Lost Certificates. The Board of Directors shallcause the issuance of a new certificate as a replacement for a certificateclaimed to have been lost, destroyed or wrongfully taken, upon submission of anaffidavit of the person making the claim of the loss, destruction, or wrongfultaking. The Board of Directors may, in its discretion, require as a condition tothe issuance of a replacement certificate that the owner of the certificateadvertise the loss in such manner as the Board may determine and/or give thecorporation a bond in such sum and with such sureties as the Board may direct asindemnity against any claim that may be made against the corporation withrespect to the certificate claimed to have been lost, destroyed or wrongfullytaken.

       4.4     Transfer of Shares. Upon surrender to thecorporation or its transfer agent of a share certificate duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, the corporation shall issue a new certificate to the person entitledthereto, cancel the old certificate and record the transaction in its books.

       4.5     Closing Transfer Books. The Board of Directors mayfix a record date for the determination of the shareholders entitled to noticeof and to vote at a meeting, to receive payment of a dividend or distribution,to receive an allotment of rights, or to exercise rights in respect to a change,conversion or exchange of shares. In such case, only the shareholders of recordon the record date shall be entitled to notice of or to vote at or participatein such meeting or activity or event, notwithstanding any transfer of any shareson the books of the corporation after the record date. If the Board of Directorscloses the transfer books during such period, it 

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 shall so notify eachshareholder in writing. The record date may not be more than ^**that number of** daysprior to the meeting, activity^ or event to which it relates**which is permittedunder the Pennsylvania Business Corporation Law**.

       4.6     Registered Shareholders. The corporation shall beentitled to treat the holder of record of any shares as the holder in fact forall purposes and shall not be bound to recognize any claim to or interest insuch share on the part of any other person. The corporation shall not be liablefor any improper or impermissible registration or transfer of shares which areor to be registered in the name of a fiduciary or its nominee unless thecorporation had actual knowledge that the fiduciary or nominee are committing abreach of trust in requesting such registration or transfer, or the corporationhad knowledge of such facts that its participation in the registration ortransfer amounts to bad faith. 

ARTICLE V - BOARD OF DIRECTORS
       5.1     General Powers. The business and affairs of thecorporation shall be managed by the Board of Directors, and all powers of thecorporation are hereby granted to and vested in the Board of Directors, exceptas otherwise expressly provided in these By-Laws, the Articles of Incorporation,or by law.

       5.2     Composition. The number of Directors of thecorporation shall be one, or such larger number as the Board of Directors mayfix from time to time.

       5.3     Term. Directors shall ^**be elected at the annualmeeting of shareholders of the corporation and shall serve until** the ^**next** annualmeeting of the ^**shareholders** of ^**the corporation** or until their successors areduly  elected and qualified^**, or until their earlier death, resignation orremoval**.

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       5.4     Regular Meetings. The Board may hold regularmeetings at such times and places as it may determine.

       5.5     Special Meetings. Special meetings of the Board ofDirectors may be called, at any time, by the President or by a director, bysubmitting a written request therefor, stating the object of the meeting, to theSecretary. The Secretary shall set the time and place of the meeting, whichshall be held not later than 30 days after the receipt of the request. If theSecretary shall neglect or refuse to set the time and place of the meeting, theperson or persons calling the meeting may do so. Business transacted at allspecial meetings shall be confined to the objects stated in the request thereforand matters directly related and germane thereto.

       5.6     Annual Meeting. There shall be an annual meetingof the Board of Directors following each annual meeting of the shareholders. Atthe annual meeting, the Board of Directors shall elect officers and transactsuch other business as may be properly brought before the meeting.

       5.7     Notices. Written notice of regular and annualmeetings of the Board of Directors, stating the time and place thereof shall begiven to all directors at least five days prior to the date of the meeting.Written notice of special meetings of the Board of Directors shall be given toeach director at least 48 hours prior to the time of the meeting and shall statethe business to be transacted at the meeting.

       5.8     Quorum. A majority of the members of the Board ofDirectors shall constitute a quorum for the transaction of business, and theacts of a majority of directors present and voting at a meeting at which aquorum is present shall be the acts of the Board of Directors. In the event thata quorum is not present at any meeting of the Board of Directors, the directorspresent 

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 may adjourn the meeting without any notice of the time and place of theadjourned meeting except for announcement at the meeting at which adjournment istaken.

       5.9     Vacancies. If the office of a director shallbecome vacant for any reason, including an increase in the number of directors,the remaining directors shall elect a successor, who shall hold office for theunexpired term for which the vacancy occurred or until his or her successor isduly qualified and seated. A majority of the remaining directors shallconstitute a quorum for purposes of filling the vacancy on the Board ofDirectors.

       5.10     Compensation. Members of the Board shall notreceive any salary for their services as directors, but directors may bereimbursed for expenses incurred in connection with service on the Board, and afixed sum may be allowed for attendance at each regular or special meeting ofthe Board or at meetings of committees. Directors shall not be precluded fromserving the corporation in any other capacity and receiving compensationtherefor.

 

ARTICLE VI - COMMITTEES

6.1 Establishment. The Board of Directors mayestablish one or more standing or special committees, including withoutlimitation an executive committee. Except as otherwise provided in theseBy-Laws, the Articles of Incorporation, or applicable law, any committee mayexercise such powers and functions as the Board of Directors may from time totime determine.

6.2 Committee Members. The President shall appoint allcommittee members and committee chairpersons and may appoint alternates for anymember or chairperson of any committee. Members of a committee need not bedirectors.

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ARTICLE VII - OFFICERS

       7.1     Officers. The officers of the corporation shall bechosen by the Board of Directors and shall include a Chairman, Vice Chairman,President, Treasurer, Secretary, and such Vice Presidents and assistant officersas the Board of Directors may determine to be necessary or appropriate. Any twoor more offices may be held by the same person.

       7.2     Election and Term.

           A.    The Chairman, Vice Chairman, President, each VicePresident, Treasurer and Secretary shall be elected by the Board of Directors atits annual meeting and shall serve for terms of one year, or until theirsuccessors are duly elected and qualified. All assistant officers shall beelected or appointed at such times and for such terms as the Board of Directorsmay determine.

           B.    A vacancy in any office shall be filled by the Board.

       7.3     Chairman. The Chairman shall be the chiefexecutive officer of the corporation and shall preside at all meetings of theBoard of Directors. He or she shall, with the President, have general directionand control of the affairs of the corporation, except as the Board of Directorsmay otherwise determine, and he or she shall have the authority and dutiesgenerally invested in the chief executive officer of a corporation. He or shemay execute on behalf of the corporation all bonds, mortgages, contracts, andother documents, except for such documents required by law to be otherwiseexecuted or where the execution thereof shall be delegated by the Board ofDirectors to another officer.

       7.4     Vice Chairman. The Vice Chairman shall act in allcases for the Chairman, in the Chairman's absence, disability or incapacityand shall perform such other duties as may be delegated to him by the Board ofDirectors or the Chairman. The Vice Chairman may execute 

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 on behalf of thecorporation all bonds, mortgages, contracts and other documents, except for suchdocuments required by law to be otherwise executed or where the executionthereof shall be delegated by the Board of Directors exclusively to anotherofficer.

       7.5     President. The President shall be the chiefoperating officer of the corporation. He or she shall, with the Chairman, havethe general direction and control of the affairs of the corporation, except asthe Board of Directors may otherwise determine, and he or she shall have theauthority and duties generally invested in the chief operating officer of acorporation. He or she may execute on behalf of the corporation all bonds,mortgages, contracts, and other documents, except where such documents arerequired by law to be otherwise executed or when the execution thereof shall bedelegated by the Board of Directors to another officer.

       7.6     Vice Presidents. The Vice Presidents, if any, insuch order and manner as the Board may determine, shall act in all cases for thePresident in the President's absence, disability, or incapacity, and shallperform such other duties as may be delegated to any of them by the Board ofDirectors or the President.

       7.7     Treasurer. The Treasurer shall have custody of thecorporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the corporation and shalldeposit all monies and other valuable effects of the corporation in separateaccounts or depositaries in the name of and to the credit of the corporation asshall be designated by the Board of Directors. He or she shall disburse thefunds of the corporation as may be ordered by the Board of Directors for suchdisbursements and shall render to the Board of Directors, whenever it may sorequire it, an account of all his or her transactions as Treasurer and of thefinancial condition of the corporation.

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       7.8     Secretary. The Secretary shall attend all meetingsof the Board of Directors and record all votes of the corporation and theminutes of all transactions in a book to be kept for that purpose and performlike duties for committees of the Board of Directors, if and when required. Heor she shall give, or cause to be given, notice of all meetings of the Board ofDirectors, and shall perform such other duties as may be prescribed by the Boardof Directors or the President. He or she shall keep, or cause to be kept, insafe custody the corporate seal and, when authorized to do so by the Board ofDirectors, affix the same to any instrument requiring it and attest to it by hisor her signature.

       7.9     Assistant Officers. Assistant officers, who mayinclude a controller, shall perform such functions and have suchresponsibilities as the Board of Directors may determine.

 

ARTICLE VIII - LIMITATION OF LIABILITY AND INDEMNIFICATION

       8.1     Limitation of Liability. Directors of thiscorporation shall not be personally liable for monetary damages as such for anyaction taken or failure to take any action other than as expressly provided in42 Pa.C.S. Section 8364. It is the intention of this Section 8.1 to limit theliability of directors of this corporation to the fullest extent permitted by 42Pa.C.S. Section 8364 or by any other present or future provision of Pennsylvania law.

       8.2     Indemnification. The corporation shall indemnifyevery director and officer, and may indemnify any employee or agent, to the fullextent permitted by the Pennsylvania Business Corporation Law, the PennsylvaniaDirectors' Liability Act and any other present or future provision ofPennsylvania law. The corporation shall pay and advance expenses to directorsand officers for matters covered by indemnification to the full extent permittedby such law, and may similarly pay and advance expenses for employees andagents. This Section 8.2 shall not 

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 exclude any other indemnification or otherrights to which any party may be entitled in any manner.

 

ARTICLE IX - NOTICES

       9.1     Form of Notice. Whenever written notice isrequired or permitted, by these By-Laws or otherwise, to be given to any personor entity, it may be given either personally or by sending a copy thereof byfirst class mail, postage prepaid, or by telegram, charges prepaid, to theaddress of the appropriate person or entity as it appears on the books of thecorporation. If the notice is sent by mail or telegraph, it shall be deemed tohave been given when deposited in the United States Mail or with a telegraphoffice for transmission.

       9.2     Waiver of Notice. Whenever a written notice isrequired, by these By-Laws or otherwise, a waiver of such notice in writing,signed by the person or persons or on behalf of the entity or entities entitledto receive the notice shall be deemed equivalent to the giving of such notice,whether the waiver is signed before or after the time required for such notice.Except as otherwise required by law, the waiver of notice need not state thebusiness to be transacted at nor the purpose of the meeting, except that thewaiver of notice of a special meeting of the shareholders or the Board ofDirectors shall specify the general nature of the business to be transacted atthe meeting. Attendance at any meeting shall constitute a waiver of notice ofsuch meeting, except where a person attends a meeting for the purpose ofobjecting, at the beginning of the meeting, to the transaction of businessbecause the meeting was not called or convened upon proper notice.

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ARTICLE X - MISCELLANEOUS PROVISIONS

       10.1     Fiscal Year. The fiscal year of the corporationshall be as the Board of Directors may determine.

       10.2     Participation by Telecommunications. One or morepersons may participate in a meeting of the Board of Directors or of anycommittee by means of a conference telephone or similar communications equipmentby which all persons participating in the meeting can hear one another.Participation in a meeting pursuant to this section shall constitute thepresence in person at such meeting.

       10.3     Dividends. The Board of Directors may, at anymeeting, declare dividends upon the shares of the corporation to be paid incash, property or shares, subject to any limitations in the Articles ofIncorporation or applicable law. Before payment of any dividend, the Board mayset aside out of any funds of the corporation available for dividends such sumas the Board, in its absolute discretion, thinks proper to meetingcontingencies, equalize dividends, repair or maintain corporate property, orserve such other purpose as the Board thinks in the best interest of thecorporation, and the Board may modify or abolish any such reserve in the mannerin which it was created.

       10.4     Financial Reports to Shareholders. The Boardshall not be required to send to shareholders financial statements of thecorporation. The President and the Board of Directors shall present at eachannual meeting of the shareholders a full and complete statement of the businessand affairs of the corporation for the preceding year, which statement shall beprepared and presented in whatever manner the Board of Directors shall deemadvisable and need not be verified by a certified public accountant.

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ARTICLE XI - AMENDMENTS

       11.1     Amendments. The Board of Directors shall have thepower to amend, alter, or repeal all or any part of these By-Laws, subject tothe power of the shareholders to change such action.

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