JONES APPAREL GROUP, INC.
JONES APPAREL GROUP USA, INC.
JONES APPAREL GROUP HOLDINGS, INC.
NINE WEST GROUP INC.

Zero Coupon Convertible Senior Notes Due 2021

Registration Rights Agreement

New York, New York
                                        February 1, 2001

Salomon Smith Barney Inc.
Bear, Stearns & Co. Inc.
As Representatives of the Initial Purchasers
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

Jones Apparel Group, Inc., a Pennsylvania corporation (the "Company"),
Jones Apparel Group USA, Inc., a Pennsylvania corporation ("Jones
Apparel Group USA"), Jones Apparel Group Holdings, Inc., a Delaware
corporation ("Jones Apparel Group Holdings") and Nine West
Group Inc., a Delaware corporation ("Nine West" and together
with the Company, Jones Apparel Group USA and Jones Apparel Group Holdings, the
"Issuers"), as joint and several obligors, propose to issue and
sell to the several purchasers (the "Initial Purchasers"),
$700,561,000 principal amount at maturity of its Zero Coupon Convertible Senior
Notes Due 2021 (the "Firm Notes"), upon the terms set forth in
a purchase agreement, dated January 25, 2001 (the "Purchase Agreement"),
relating to the initial placement of the Firm Notes and the grant from the
Issuers to the Initial Purchasers of an option to purchase up to $105,084,000
additional principal amount at maturity of such Notes to cover over-allotments,
if any (together with the Firm Notes, the "Notes"). The Notes
are to be issued under an indenture (as amended from time to time, the "Indenture"),
dated as of even date herewith, between the Issuers and The Bank of New York, as
trustee (the "Trustee"). To induce the Initial Purchasers to
enter into the Purchase Agreement, the Issuers agreed in the Purchase Agreement
to enter into this registration rights agreement, dated as of the date mentioned
in the header above (this "Agreement"), with the Initial
Purchasers, under which the Issuers agree with the Initial Purchasers for their
benefit and the benefit of the holders from time to time of the Notes or the
shares of common stock of the Company issuable upon conversion of the Notes
(including, without limitation, the Initial Purchasers) (each a "Holder"
and, together, the "Holders"), as follows:

<PAGE> 2

1. Certain Definitions. The following terms, when used in this
Agreement, shall have the meanings indicated:

> (a) "Applicable Conversion Price" shall mean, as of any
>     date of determination, the Applicable Principal Amount per $1,000 principal
>     amount at maturity of Notes as of such date of determination divided by the
>     Conversion Rate in effect as of such date of determination or, if no Notes
>     are then outstanding, the Conversion Rate that would be in effect were Notes
>     then outstanding.
>     (b) "Applicable Principal Amount" shall mean, as of any
>     date of determination, with respect to each $1,000 principal amount at
>     maturity of Notes, (i) the sum of the initial issue price of such Notes
>     ($499.60) plus accrued original issue discount with respect to such Notes
>     through such date of determination or, if no Notes are then outstanding,
>     such sum calculated as if Notes were then outstanding, or (ii) if the Notes
>     have been converted to semiannual cash pay notes upon a Tax Event (as
>     defined in the Indenture) pursuant to Section 10 of the Indenture, the
>     Restated Principal Amount (as defined in the Indenture).
>     (c) "Business Day" shall mean any day other than a
>     Saturday, a Sunday or a legal holiday or a day on which banking institutions
>     or trust companies are authorized or obligated by law to close in The City
>     of New York.
>     (d) "Closing Date" shall mean the original date of
>     issuance of the Notes.
>     (e) "Commission" shall mean the Securities and Exchange
>     Commission.
>     (f) "Common Stock" shall mean the Company's common
>     stock, par value $.01 per share.
>     (g) "Company" shall have the meaning indicated in the
>     introductory paragraph.
>     (h) "Conversion Rate" shall have the meaning indicated
>     in the Indenture.
>     (i) "Deferral Notice" shall have the meaning indicated
>     in Section 3(g).
>     (j) "Deferral Period" shall have the meaning indicated
>     in Section 3(g).
>     (k) "Effective Time" shall mean the time and date as of
>     which the Commission declares the Shelf Registration effective or as of
>     which the Shelf Registration otherwise becomes effective.
>     (l) "Exchange Act" shall mean the Securities Exchange
>     Act of 1934, as amended, and the rules and regulations of the Commission
>     promulgated thereunder.
>     (m) "Firm Notes" shall have the meaning indicated in the
>     introductory paragraph.
>     (n) "Holder" shall have the meaning indicated in the
>     introductory paragraph.

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<PAGE> 3

> (o) "Jones Apparel Group Holdings" shall have the
>     meaning indicated in the introductory paragraph.
>     (p) "Jones Apparel Group USA" shall have the meaning
>     indicated in the introductory paragraph.
>     (q) "Indenture" shall have the meaning indicated in the
>     introductory paragraph.
>     (r) "Initial Purchasers" shall have the meaning
>     indicated in the introductory paragraph.
>     (s) "Issuers" shall have the meaning indicated in the
>     introductory paragraph.
>     (t) "Material Event" shall have the meaning indicated in
>     Section 3(b)(vi).
>     (u) "Nine West" shall have the meaning indicated in the
>     introductory paragraph.
>     (v) "Notes" shall have the meaning indicated in the
>     introductory paragraph.
>     (w) "Notice and Questionnaire" shall mean a written
>     notice delivered to the Company substantially in the form attached as Annex
>     A to the Offering Memorandum.
>     (x) "Notice Holder" shall mean, on any date, any Holder
>     that has delivered a Notice and Questionnaire to the Company on or prior to
>     such date.
>     (y) "Offering Memorandum" shall mean the offering
>     memorandum, dated January 25, 2001, (as amended or supplemented), of the
>     Issuers relating to the Notes including any and all exhibits thereto and any
>     information incorporated by reference therein.
>     (z) "Participant" shall have the meaning indicated in
>     Section 7(a).
>     (aa) "Person" shall mean a corporation, association,
>     partnership, organization, business, individual, government or political
>     subdivision thereof or governmental agency.
>     (bb) "Prospectus" shall mean the prospectus included in
>     any Shelf Registration, as amended or supplemented by any amendment or
>     prospectus supplement, including post-effective amendments, and all
>     materials incorporated by reference or explicitly deemed to be incorporated
>     by reference in such Prospectus.
>     (cc) "Purchase Agreement" shall have the meaning
>     indicated in the introductory paragraph.
>     (dd) "Registrable Securities" shall mean the Securities
>     until such time as: (i) in the circumstances contemplated by Section 2(a), a
>     registration statement registering such Securities under the Securities Act
>     has been declared or becomes effective and such Securities have been sold or
>     otherwise transferred by the Holder thereof pursuant to such effective
>     registration statement; (ii) such Securities are sold pursuant to Rule 144
>     under circumstances in which any legend borne by such Securities relating to
>     restrictions on

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<PAGE> 4

> transferability thereof, under the Securities Act or
>     otherwise, is removed or such Securities are eligible to be sold pursuant to
>     paragraph (k) of Rule 144; or (iii) such Securities shall cease to be
>     outstanding (including, in the case of the Notes, upon conversion into
>     shares of Common Stock).
>     (ee) "Registration Default" shall have the meaning
>     indicated in Section 2(c).
>     (ff) "Registration Default Damages" shall have the
>     meaning indicated in Section 2(c).
>     (gg) "Registration Expenses" shall have the meaning
>     indicated in Section 5.
>     (hh) "Resale Period" shall mean the period beginning on
>     the date the Shelf Registration becomes effective and ending on the earlier
>     of (i) the Shelf Registration ceasing to be effective or (ii) the second
>     anniversary of the Closing Date.
>     (ii) "Restricted Holder" shall mean (i) a Holder that is
>     an affiliate of the Issuers within the meaning of Rule 405 or (ii) a
>     broker-dealer who receives Securities for its own account but did not
>     acquire the Securities as a result of market-making activities or other
>     trading activities.
>     (jj) "Rule 144," "Rule 405" and "Rule
>     415" shall mean, in each case, such rule promulgated under the
>     Securities Act.
>     (kk) "Securities" shall mean, collectively, the Notes
>     and the Shares.
>     (ll) "Securities Act" shall mean the Securities Act of
>     1933, as amended, and the rules and regulations of the Commission
>     promulgated thereunder.
> (mm) "Shares" shall mean the shares of Common Stock into
> which the Notes are convertible or that have been issued upon any conversion
> from Notes into Common Stock.
>     (nn) "Shelf Registration" shall have the meaning
>     indicated in Section 2(a).
>     (oo) "Trustee" shall have the meaning indicated in the
>     introductory paragraph.
>     (pp) "Trust Indenture Act" shall mean the Trust
>     Indenture Act of 1939, as amended, and the rules and regulations of the
>     Commission promulgated thereunder.

Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the
case may be, of this Agreement, and the words "herein,"
"hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular Section or other
subdivision. Unless the context otherwise requires, any reference to a statute,
act, rule or regulation refers to the same (including any successor statute,
act, rule or regulation thereto) as it may be amended from time to time.

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<PAGE> 5

2. Registration Under the Securities Act.

> (a) The Issuers agree to file under the Securities Act on or prior to the
>     90th day after the Closing Date a "shelf" registration
>     statement (the "Shelf Registration") providing for the
>     registration of, and the sale on a continuous or delayed basis by the
>     Holders of, all of the Registrable Securities, pursuant to Rule 415 under
>     the Securities Act or any similar rule that may be adopted by the
>     Commission. The Issuers agree to use their reasonable efforts to cause the
>     Shelf Registration to become or be declared effective under the Securities
>     Act no later than 180 days after the Closing Date and, subject to the
>     provisions of Section 3(g), to use reasonable efforts to keep such Shelf
>     Registration continuously effective for a period ending on the earliest of (i)
>     the time when the Securities registered under the Shelf Registration can be
>     sold pursuant to Rule 144 under the Securities Act or any successor rule or
>     regulation thereto; (ii) the second anniversary of the Closing Date, (iii)
>     the date on which all Securities registered under the Shelf Registration are
>     disposed of in accordance therewith, and (iv) the date on which there are no
>     longer any Securities outstanding. The Issuers agree to give notice to the
>     Holders of all of the Registrable Securities of the filing and effectiveness
>     of the Shelf Registration. The Issuers further agree to supplement or make
>     amendments to the Shelf Registration, as and when required by the rules,
>     regulations or instructions applicable to the registration form used for
>     such Shelf Registration or by the Securities Act and the Issuers agree to
>     furnish to the Notice Holders of the Registrable Securities copies of any
>     such supplement or amendment prior to its being used or promptly following
>     its filing with the Commission.
>     (b) Each Holder of Registrable Securities agrees that if such Holder
>     wishes to sell Registrable Securities pursuant to a Shelf Registration and
>     related Prospectus, it will do so only in accordance with this Section 2(b)
>     and Section 3(g). Each Holder of Registrable Securities wishing to sell
>     Registrable Securities pursuant to a Shelf Registration and related
>     Prospectus agrees to deliver a Notice and Questionnaire to the Company at
>     least three (3) Business Days prior to any intended distribution of
>     Registrable Securities under the Shelf Registration. From and after the date
>     the Shelf Registration is declared effective, the Issuers shall, as promptly
>     as is practicable after the date a Notice and Questionnaire is delivered,
>     and in any event within five (5) Business Days after such date, (i) if
>     required by applicable law, file with the Commission a post-effective
>     amendment to the Shelf Registration or prepare and, if required by
>     applicable law, file a supplement to the related Prospectus or a supplement
>     or amendment to any document incorporated therein by reference or file any
>     other required document so that the Holder delivering such Notice and
>     Questionnaire is named as a selling holder in the Shelf Registration and the
>     related Prospectus and so that such Holder is permitted to deliver such
>     Prospectus to purchasers of the Registrable Securities in accordance with
>     applicable law and, if the Company shall file a post-effective amendment to
>     the Shelf Registration, use reasonable efforts to cause such post-effective
>     amendment to be declared effective under the Securities Act as promptly as
>     is practicable; (ii) provide such Holder copies of any documents filed
>     pursuant to Section 2(b)(i); and (iii) notify such Holder as promptly as
>     practicable after the effectiveness under the Securities Act of any
>     post-effective amendment filed pursuant to Section 2(b)(i); provided,
>     that if such Notice and Questionnaire is delivered during a Deferral Period,
>     the Company shall so inform the Holder delivering such Notice and
>     Questionnaire and shall take the actions set forth

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<PAGE> 6

> in clauses (i), (ii) and
>     (iii) above upon expiration of the Deferral Period in accordance with
>     Section 3(g). Notwithstanding anything contained herein to the contrary, the
>     Issuers shall be under no obligation to name any Holder that is not a Notice
>     Holder as a selling holder in any Shelf Registration or related Prospectus; provided,
>     however, that any Holder that becomes a Notice Holder pursuant to the
>     provisions of Section 2(b) of this Agreement (whether or not such Holder was
>     a Notice Holder at the time the Shelf Registration was declared effective)
>     shall be named as a selling holder in the Shelf Registration or related
>     Prospectus in accordance with the requirements of this Section 2(b).
>     (c) If any of the following events (any such event a "Registration
>     Default") shall occur, then the Issuers shall pay liquidated
>     damages (the "Registration Default Damages") to the Holders
>     of Securities in respect of the Securities as follows:
>       (i) if the Shelf Registration is not filed with the Commission on or
>         prior to the 90th day following the Closing Date, then
>         commencing on the 91st day after the Closing Date,
>         Registration Default Damages shall accrue on the Applicable Principal
>         Amount of any outstanding Notes that are Registrable Securities and the
>         Applicable Conversion Price of any outstanding Shares that are
>         Registrable Securities at a rate of 0.25% per annum for the first 90
>         days from and including such 91st day and 0.5% per annum
>         thereafter; or
>         (ii) if the Shelf Registration is not declared effective by the
>         Commission on or prior to the 180thday following the Closing
>         Date, then commencing on the 181stday after the Closing
>         Date, Registration Default Damages shall accrue on the Applicable
>         Principal Amount of any outstanding Notes that are Registrable
>         Securities and the Applicable Conversion Price of any outstanding Shares
>         that are Registrable Securities at a rate of 0.25% per annum for the
>         first 90 days from and including such 181stday and 0.5% per
>         annum thereafter; or
>         (iii) if the Shelf Registration has been declared effective but such
>         Shelf Registration ceases to be effective (other than pursuant to
>         Section 3(g) hereof) at any time prior to the earliest of (i) the time
>         when the Securities registered under the Shelf Registration can be sold
>         pursuant to Rule 144 under the Securities Act or any successor rule or
>         regulation thereto; (ii) the second anniversary of the Closing Date;
>         (iii) the date on which all Securities registered under the Shelf
>         Registration are disposed of in accordance therewith; and (iv) the date
>         on which there are no longer any Securities outstanding, then commencing
>         on the day such Shelf Registration ceases to be effective, Registration
>         Default Damages shall accrue on the Applicable Principal Amount of any
>         outstanding Notes that are Registrable Securities and the Applicable
>         Conversion Price of any outstanding Shares that are Registrable
>         Securities at a rate of 0.25% per annum for the first 90 days from and
>         including such date on which the Shelf Registration ceases to be
>         effective and 0.5% per annum thereafter; or
>         (iv) if the aggregate duration of Deferral Periods in any period
>         exceeds the number of days permitted in respect of such period pursuant
>         to Section 3(g) hereof, then commencing on the day the aggregate
>         duration of Deferral Periods in

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<PAGE> 7

> any period exceeds the number of days
>         permitted in respect of such period, Registration Default Damages shall
>         accrue on the Applicable Principal Amount of any outstanding Notes that
>         are Registrable Securities and the Applicable Conversion Price of any
>         outstanding Shares that are Registrable Securities at a rate of 0.25%
>         per annum for the first 90 days from and including such date and 0.5%
>         per annum thereafter;

provided, however, that (1) upon the filing of the Shelf
Registration (in the case of clause (i) above), (2) upon the effectiveness of
the Shelf Registration (in the case of clause (ii) above), (3) upon the
effectiveness of the Shelf Registration which had ceased to remain effective (in
the case of clause (iii) above), (4) upon the termination of the Deferral Period
that caused the limit on the aggregate duration of Deferral Periods in a period
set forth in Section 3(g) to be exceeded (in the case of clause (iv) above) or
(5) upon the termination of certain transfer restrictions on the Securities as a
result of the application of Rule 144(k) under the Securities Act, pursuant to
which such Securities are eligible to be sold, Registration Default Damages on
the Securities under the Securities Act shall cease to accrue.

> (d) Any reference herein to a registration statement shall be deemed to
>     include any document incorporated therein by reference as of the applicable
>     Effective Time and any reference herein to any post-effective amendment to a
>     registration statement shall be deemed to include any document incorporated
>     therein by reference as of a time after such Effective Time.
>     (e) Notwithstanding any other provision of this Agreement, any Holder of
>     Registrable Securities who does not comply with the provisions of Section
>     3(d), if applicable, shall not be entitled to receive Registration Default
>     Damages unless and until such Holder complies with the provisions of Section
>     3(d), as applicable.

3. Registration Procedures. The following provisions shall apply to
registration statements filed pursuant to Section 2:

> (a) At the Effective Time of the Shelf Registration, the Issuers shall
>     qualify the Indenture under the Trust Indenture Act.
>     (b) In connection with the Issuers' obligations with respect to the
>     Shelf Registration, the Issuers shall:
>     (i) prepare and file with the Commission a Shelf Registration on any
>         form which may be utilized by the Company and which shall permit the
>         disposition of the Registrable Securities in accordance with the
>         intended method or methods thereof, as specified in writing by the
>         Notice Holders of the Registrable Securities, and use its reasonable
>         efforts to cause such registration statement to become effective in
>         accordance with Section 2(a) above;
>         (ii) prepare and file with the Commission such amendments and
>         supplements to such registration statement and the Prospectus included
>         therein as may be necessary to effect and maintain the effectiveness of
>         such registration statement for the period specified in Section 2(a),
>         and as may be required by the applicable

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> rules and regulations of the
>         Commission and the instructions applicable to the form of such
>         registration statement and as may be necessary to permit the Notice
>         Holders of the Registrable Securities to deliver the Prospectus to
>         purchasers of such Securities, and furnish to the Notice Holders of the
>         Registrable Securities copies of any such supplement or amendment
>         simultaneously with or prior to its being used or filed with the
>         Commission;
>         (iii) comply, as to all matters within the Issuers' control, with
>         the provisions of the Securities Act with respect to the disposition of
>         all of the Registrable Securities covered by such registration statement
>         in accordance with the intended methods of disposition by the Notice
>         Holders thereof provided for in such registration statement;
>         (iv) provide to any of (A) the Notice Holders of the Registrable
>         Securities to be included in such registration statement, (B) the
>         underwriters (which term, for purposes of this Agreement, shall include
>         a person deemed to be an underwriter within the meaning of Section 2(11)
>         of the Securities Act), if any, thereof, (C) the sales or placement
>         agent, if any, therefor, (D) counsel for such underwriters or agent and
>         (E) not more than one counsel for all the Holders of such Registrable
>         Securities who so request of the Issuers in writing the opportunity to
>         participate in the preparation of such registration statement, each
>         Prospectus included therein or filed with the Commission and each
>         amendment or supplement thereto;
>         (v) for a reasonable period prior to the filing of such registration
>         statement, and throughout the Resale Period, make available at
>         reasonable times during normal business hours at the Company's
>         principal place of business or such other reasonable place for
>         inspection by the persons referred to in Section 3(b)(iv), who shall
>         certify to the Issuers that they have a current intention to sell their
>         Registrable Securities pursuant to the Shelf Registration, such
>         financial and other information and books and records of the Issuers,
>         and cause the officers, employees, counsel and independent certified
>         public accountants of the Issuers to respond to such inquiries, as shall
>         be reasonably necessary to conduct a reasonable investigation within the
>         meaning of Section 11 of the Securities Act; provided, however,
>         that each such party shall be required to maintain in confidence and not
>         to disclose to any other person any such information or records
>         reasonably designated by the Issuers in writing as being confidential,
>         until such time as (A) such information becomes a matter of public
>         record (whether by virtue of its inclusion in such registration
>         statement or otherwise), other than as a result of a breach by such
>         party of its agreement set forth in this provision or (B) such
>         person shall be required so to disclose such information pursuant to a
>         subpoena or order of any court or other governmental agency or body
>         having jurisdiction over the matter (subject to the requirements of such
>         order, and only after such person shall have given the Issuers prompt
>         prior written notice of such requirement and the opportunity to contest
>         the same or seek an appropriate protective order);

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> (vi) promptly notify the selling Notice Holders of Registrable
>         Securities, the sales or placement agent, if any, therefor and the
>         managing underwriter or underwriters, if any, thereof named in the Shelf
>         Registration or a supplement thereto, and confirm such notice in
>         writing, (A) when such registration statement or the Prospectus included
>         therein or any Prospectus amendment or supplement or post-effective
>         amendment has been filed, and, with respect to such registration
>         statement or any post-effective amendment, when the same has become
>         effective, (B) of the issuance by the Commission of any stop order
>         suspending the effectiveness of such registration statement or the
>         initiation (to the extent the Issuers have knowledge thereof) or receipt
>         of any written threat of any proceedings for that purpose, (C) of the
>         receipt by the Issuers of any notification with respect to the
>         suspension of the qualification of the Registrable Securities for sale
>         in any jurisdiction or the initiation (to the extent the Issuers have
>         knowledge thereof) or receipt of any written threat of any proceeding
>         for such purpose, (D) of the occurrence of (but not the nature of or
>         details concerning) any event or the existence of any fact (a "Material
>         Event") as a result of which any Shelf Registration shall
>         contain any untrue statement of a material fact or omit to state any
>         material fact required to be stated therein or necessary to make the
>         statements therein not misleading, or any Prospectus shall contain any
>         untrue statement of a material fact or omit to state any material fact
>         required to be stated therein or necessary to make the statements
>         therein, in the light of the circumstances under which they were made,
>         not misleading, (E) of the determination by the Issuers that a
>         post-effective amendment to a Shelf Registration will be filed with the
>         Commission, which notice may, at the discretion of the Issuers (or as
>         required pursuant to Section 3(g)), state that it constitutes a Deferral
>         Notice, in which event the provisions of Section 3(g) shall apply or (F)
>         at any time when a Prospectus is required to be delivered under the
>         Securities Act, that such registration statement, Prospectus, Prospectus
>         amendment or supplement or post-effective amendment does not conform in
>         all material respects to the applicable requirements of the Securities
>         Act and the Trust Indenture Act;
>         (vii) use its reasonable efforts to obtain the withdrawal of any
>         order suspending the effectiveness of such registration statement or any
>         post-effective amendment thereto at the earliest practicable date;
>         (viii) if requested by any managing underwriter or underwriters, any
>         placement or sales agent or any Notice Holder of Registrable Securities,
>         promptly incorporate in a Prospectus supplement or post-effective
>         amendment such information as is required by the applicable rules and
>         regulations of the Commission relating to the terms of the sale of such
>         Registrable Securities, including information with respect to the
>         principal amount at maturity or number of Registrable Securities being
>         sold by such Holder or agent or to any underwriters, the name and
>         description of such Holder, agent or underwriter, the offering price of
>         such Registrable Securities and any discount, commission or other
>         compensation payable in respect thereof, the purchase price being paid
>         therefor by such underwriters and with respect to any other terms of the
>         offering of the Registrable Securities to be sold by such Holder or
>         agent or to such

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<PAGE> 10

> underwriters; and make all required filings of such
>         Prospectus supplement or post-effective amendment promptly after
>         notification of the matters to be incorporated in such Prospectus
>         supplement or post-effective amendment;
>         (ix) furnish to each Notice Holder of Registrable Securities, each
>         placement or sales agent, if any, therefor, each underwriter, if any,
>         thereof and the respective counsel referred to in Section 3(b)(iv) an
>         executed copy (or, in the case of a Holder of Registrable Securities a
>         conformed copy) of such registration statement, each such amendment or
>         supplement thereto (in each case including all exhibits thereto) and
>         such number of copies of such registration statement (excluding exhibits
>         thereto) and of the Prospectus included in such registration statement
>         (including each preliminary Prospectus and any summary Prospectus) as
>         shall be reasonably requested, in conformity in all material respects
>         with the applicable requirements of the Securities Act and the Trust
>         Indenture Act; and the Issuers hereby consent (except during such
>         periods that a Deferral Notice is outstanding and has not been revoked)
>         to the use of such Prospectus (including any such preliminary or summary
>         Prospectus) and any amendment or supplement thereto by each such Notice
>         Holder and by any such agent and underwriter, in each case in the form
>         most recently provided to such person by the Issuers in connection with
>         the offering and sale of the Registrable Securities covered by the
>         Prospectus (including any such preliminary or summary Prospectus) or any
>         supplement or amendment thereto; and
>         (x) use their reasonable efforts to (A) register or qualify, to the
>         extent required by law, the Registrable Securities to be included in
>         such registration statement under such securities laws or blue sky laws
>         of such United States jurisdictions as any Notice Holder of such
>         Registrable Securities and each placement or sales agent, if any,
>         therefor and underwriter, if any, thereof shall reasonably request, and
>         (B) keep such registrations or qualifications in effect and comply with
>         such laws so as to permit the continuance of offers, sales and dealings
>         therein in such jurisdictions during the period the Shelf Registration
>         is required to remain effective under Section 2(a) and for so long as
>         may be necessary to enable any such Notice Holder, agent or underwriter
>         to complete its distribution of Securities pursuant to such registration
>         statement but in any event not later than the date through which the
>         Issuers are required to keep the Shelf Registration effective pursuant
>         to Section 2(a); provided, however, that none of the
>         Issuers shall be required for any such purpose to (1) qualify as a
>         foreign corporation in any jurisdiction wherein it would not otherwise
>         be required to qualify but for the requirements of this Section 3(b)(x),
>         (2) consent to general service of process or subject itself to taxation
>         in any such jurisdiction, or (3) make any changes to its certificate of
>         incorporation or by-laws or any agreement between it and its
>         stockholders.
>     In case any of the foregoing obligations is dependent upon information
>     provided or to be provided by a party other than the Issuers, such
>     obligation shall be subject to the provision of such information by such
>     party; provided that the Issuers shall use their

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> reasonable efforts
>     to obtain the necessary information from any party responsible for providing
>     such information.
>     (c) In the event that the Issuers would be required, pursuant to Section
>     3(b)(vi)(D), to notify the selling Holders of Registrable Securities, the
>     placement or sales agent, if any, therefor or the managing underwriters, if
>     any, thereof named in the Shelf Registration or a supplement thereto of the
>     existence of the circumstances described therein, the Issuers shall prepare
>     and furnish to each such Holder, to each placement or sales agent, if any,
>     and to each such underwriter, if any, a reasonable number of copies of a
>     Prospectus supplemented or amended so that, as thereafter delivered to
>     purchasers of Registrable Securities, such Prospectus shall conform in all
>     material respects to the applicable requirements of the Securities Act and
>     the Trust Indenture Act. Each Holder of Registrable Securities agrees that
>     upon receipt of any notice from the Issuers, pursuant to Section 3(b)(vi)(D),
>     such Holder shall forthwith discontinue (and cause any placement or sales
>     agent or underwriters acting on their behalf to discontinue) the disposition
>     of Registrable Securities pursuant to the registration statement applicable
>     to such Registrable Securities until such Holder (i) shall have received
>     copies of such amended or supplemented Prospectus and, if so directed by the
>     Issuers, such Holder shall deliver to the Issuers (at the Issuers'
>     expense) all copies, other than permanent file copies, then in such Holder's
>     possession of the Prospectus covering such Registrable Securities at the
>     time of receipt of such notice or (ii) shall have received notice from the
>     Issuer that the disposition of Registrable Securities pursuant to the Shelf
>     Registration may continue.
>     (d) The Issuers may require each Holder of Registrable Securities as to
>     which any registration pursuant to Section 2(a) is being effected to furnish
>     to the Issuers such information regarding such Holder and such Holder's
>     intended method of distribution of such Registrable Securities as the
>     Issuers may from time to time reasonably request in writing, but only to the
>     extent that such information is required in order to comply with the
>     Securities Act or a request of the Commission. Each such Holder agrees to
>     notify the Issuers as promptly as practicable of any inaccuracy or change in
>     information previously furnished by such Holder to the Issuers or of the
>     occurrence of any event in either case as a result of which any Prospectus
>     relating to such registration contains or would contain an untrue statement
>     of a material fact regarding such Holder or such Holder's intended method
>     of disposition of such Registrable Securities or omits to state any material
>     fact regarding such Holder or such Holder's intended method of disposition
>     of such Registrable Securities required to be stated therein or necessary to
>     make the statements therein not misleading, and promptly to furnish to the
>     Issuers any additional information required to correct and update any
>     previously furnished information or required so that such Prospectus shall
>     not contain, with respect to such Holder or the disposition of such
>     Registrable Securities, an untrue statement of a material fact or omit to
>     state a material fact required to be stated therein or necessary to make the
>     statements therein not misleading.
>     (e) Until the expiration of two years after the Closing Date, the Issuers
>     will not, and will not permit any of their "affiliates" (as
>     defined in Rule 144) to, resell, without the prior written consent of
>     Salomon Smith Barney Inc., any of the Securities that have been

11

<PAGE> 12

> reacquired
>     by any of them except pursuant to an effective registration statement under
>     the Securities Act.
>     (f) Subject to the provisions of Section 3(g), upon the occurrence of a
>     Material Event, the Issuers shall as promptly as practicable prepare and
>     file a post-effective amendment to the Shelf Registration or a supplement to
>     the related Prospectus or any document incorporated therein by reference or
>     file any other required document that would be incorporated by reference
>     into such Shelf Registration and Prospectus so that such Shelf Registration
>     does not contain any untrue statement of a material fact or omit to state
>     any material fact required to be stated therein or necessary to make the
>     statements therein not misleading, and such Prospectus does not contain any
>     untrue statement of a material fact or omit to state any material fact
>     required to be stated therein or necessary to make the statements therein,
>     in the light of the circumstances under which they were made, not
>     misleading, as thereafter delivered to the purchasers of the Registrable
>     Securities being sold thereunder, and, in the case of a post-effective
>     amendment to a Shelf Registration, use all reasonable efforts to cause it to
>     be declared effective as promptly as is reasonably practicable.
>     (g) Upon the occurrence or existence of any pending corporate development
>     or any other Material Event that, in the sole judgment of the Issuers, makes
>     it appropriate to suspend the availability of the Shelf Registration and the
>     related Prospectus, the Issuers shall give notice (without notice of the
>     nature or details of such events) to the Notice Holders that the
>     availability of the Shelf Registration is suspended (a "Deferral
>     Notice") and, upon receipt of any Deferral Notice, each Notice
>     Holder agrees not to sell any Registrable Securities pursuant to the Shelf
>     Registration until such Notice Holder's receipt of copies of the
>     supplemented or amended Prospectus provided for in clause (f) above, or
>     until it is advised in writing by the Issuers that the Prospectus may be
>     used, and has received copies of any additional or supplemental filings that
>     are incorporated or deemed incorporated by reference in such Prospectus. The
>     period during which the availability of the Shelf Registration and any
>     Prospectus is suspended (the "Deferral Period") shall,
>     without the Issuers incurring any obligation to pay liquidated damages
>     pursuant to Section 2(c), not exceed forty-five (45) days in any three (3)
>     month period or ninety (90) days in any twelve (12) month period.

4. Holder's Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(b) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.
Each Notice Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information
regarding such Notice Holder and the distribution of such Registrable Securities
as may be required to be disclosed in the Shelf Registration under applicable
law or pursuant to comments or a request by the Commission. Each Holder further
agrees not to sell any Registrable Securities pursuant to the Shelf Registration
without delivering, or causing to be delivered, a Prospectus to the purchaser
thereof and, following termination of the Effectiveness

12

<PAGE> 13

Period, to notify the
Issuers, within 10 business days of their request, of the amount of Registrable
Securities sold pursuant to the Shelf Registration and, in the absence of a
response, the Issuers may assume that all of the Holder's Registrable
Securities were so sold.

5. Registration Expenses. The Issuers agree to bear and to pay or
cause to be paid promptly upon request being made therefor all expenses incident
to the Company's performance of or compliance with this Agreement, including
(a) all Commission and any NASD registration and filing fees and expenses, (b)
all fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws pursuant to
Section 3(b)(x) hereof, including reasonable fees and disbursements of one
counsel for the placement or sales agent or underwriters, if any, in connection
with such qualifications, (c) all expenses relating to the preparation,
printing, distribution and reproduction of each registration statement required
to be filed hereunder, each Prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
certificates representing the Securities, (d) all costs and expenses relating to
admitting the Securities for trading in the PORTAL market, (e) fees and expenses
of the Trustee under the Indenture, and of any escrow agent or custodian, and of
the registrar and transfer agent for the Shares issued upon conversion of the
Notes, (f) internal expenses (including all salaries and expenses of the Issuers'
officers and employees performing legal or accounting duties), (g) fees,
disbursements and expenses of counsel and independent certified public
accountants of the Issuers (including the expenses of any opinions or "cold
comfort" letters required by or incident to such performance and
compliance) and (h) reasonable fees, disbursements and expenses of one counsel
for the Holders of Registrable Securities retained in connection with the Shelf
Registration (which shall initially be Cleary, Gottlieb, Steen & Hamilton,
but which may, with the written consent of the Initial Purchasers, be another
nationally recognized law firm experienced in securities matters designated by
Holders of at least a majority in aggregate Applicable Principal Amount and
Applicable Conversion Price of the Registrable Securities being registered), and
fees, expenses and disbursements of any other persons, including special
experts, retained by the Issuers in connection with such registration
(collectively, the "Registration Expenses"). To the extent that
any Registration Expenses are reasonably incurred, assumed or paid by any Holder
of Registrable Securities or any placement or sales agent therefor or
underwriter hereof, the Issuers shall reimburse such person for the full amount
of the Registration Expenses so incurred, assumed or paid promptly after receipt
of a documented request therefor. Notwithstanding the foregoing, the Holders of
the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such Holders (severally or jointly), other
than the counsel and experts specifically referred to above.

6. Representations and Warranties. The Issuers represent and warrant
to, and agree with, the Initial Purchasers and each of the Holders from time to
time of Registrable Securities that:

> (a) Each registration statement covering Registrable Securities and each
>     Prospectus contained therein or furnished pursuant to Section 3(c) hereof
>     and any further amendments or supplements to any such registration statement
>     or Prospectus, when it becomes effective with the Commission, as the case
>     may be, and, in the case of an underwritten offering of Registrable
>     Securities, at the time of the closing under the

13

<PAGE> 14

> underwriting agreement
>     relating thereto, will conform in all material respects to the applicable
>     requirements of the Securities Act and the Trust Indenture Act and will not
>     contain an untrue statement of a material fact or omit to state a material
>     fact required to be stated therein or necessary to make the statements
>     therein not misleading; and at all times subsequent to the Effective Time
>     when a Prospectus would be required to be delivered under the Securities
>     Act, other than during a Deferral Period in accordance with Section 3(g)
>     hereof or from (i) such time as a notice has been given to Holders of
>     Registrable Securities pursuant to Section 3(b)(vi)(D) hereof until (ii)
>     such time as the Company furnishes an amended or supplemented Prospectus
>     pursuant to Section 3(c) hereof or such time as the Company provides notice
>     that offers and sales pursuant to the Shelf Registration may continue, each
>     such registration statement, and each Prospectus (including any summary
>     Prospectus) contained therein or furnished pursuant to Section 3(b) hereof,
>     as then amended or supplemented, will conform in all material respects to
>     the applicable requirements of the Securities Act and the Trust Indenture
>     Act; provided, however, that this representation and warranty
>     shall not apply to any statements or omissions made in reliance upon and in
>     conformity with information furnished in writing to the Issuers (including
>     in a Notice and Questionnaire) by or on behalf of a Holder of Registrable
>     Securities expressly for use therein.
>     (b) Any documents incorporated by reference in any Prospectus referred to
>     in Section 6(a) hereof, when they become or became effective or are or were
>     filed with the Commission, as the case may be, will conform or conformed in
>     all material respects to the requirements of the Securities Act or the
>     Exchange Act, as applicable, and none of such documents will contain or
>     contained an untrue statement of a material fact or will omit or omitted to
>     state a material fact required to be stated therein or necessary to make the
>     statements therein not misleading, provided, however, that
>     this representation and warranty shall not apply to any statements or
>     omissions made in reliance upon and in conformity with information furnished
>     in writing to the Issuers (including in a Notice and Questionnaire) by a
>     Holder of Registrable Securities expressly for use therein.
>     (c) The execution, delivery and performance by each Issuer of this
>     Agreement, and compliance by such Issuer with the terms hereof and the
>     consummation of the transactions contemplated hereby, will not conflict with
>     or result in a breach or violation of any of the terms or provisions of, or
>     constitute a default under, or result in the creation or imposition of any
>     lien, charge or encumbrance which is material to the Issuers and their
>     subsidiaries, taken as a whole, upon any property or assets of such Issuer
>     or any of its subsidiaries pursuant to, any agreement or instrument which is
>     material to the Issuers and their subsidiaries, taken as a whole, to which
>     such Issuer or any of its subsidiaries is a party or by which such Issuer or
>     any of its subsidiaries is bound or to which any of the property or assets
>     of such Issuer or any of its subsidiaries is subject, nor will such actions
>     result in any violation of the provisions of the charter or by-laws of such
>     Issuer or any of its subsidiaries or any statute or any judgment, order,
>     decree, rule or regulation which is material to the Issuers and their
>     subsidiaries, taken as a whole, of any court or arbitrator or governmental
>     agency or body having jurisdiction over such Issuer or any of its
>     subsidiaries or any of its properties or assets; and no consent, approval,
>     authorization or order of, or filing or registration with, any such court or
>     arbitrator or governmental agency or body under any such statute, judgment,
>     order, decree, rule or regulation is

14

<PAGE> 15

> required for the execution, delivery
>     and performance by such Issuer of this Agreement and compliance by such
>     Issuer with the terms hereof and the consummation of the transactions
>     contemplated by this Agreement, except for such consents, approvals,
>     authorizations, filings, registrations or qualifications (i) which shall
>     have been obtained or made prior to the Closing Date and (ii) as may be
>     required to be obtained or made under the Securities Act and applicable
>     state securities laws.
>     (d) This Agreement has been duly authorized, executed and delivered by
>     each of the Issuers.

7. Indemnification.

> (a) Indemnification by the Issuers. In connection with the Shelf
>     Registration, the Issuers shall, and hereby agree to, indemnify and hold
>     harmless each of the Holders of Registrable Securities included in such
>     Shelf Registration, and each person who is named in such Shelf Registration
>     or a supplement thereto as an underwriter in any offering or sale of such
>     Registrable Securities and each person who controls any such person within
>     the meaning of the Securities Act or the Exchange Act (each, a "Participant")
>     against any losses, claims, damages or liabilities, joint or several, to
>     which such Participant may become subject under the Securities Act, the
>     Exchange Act or other federal or state statutory law or regulation, at
>     common law or otherwise, insofar as such losses, claims, damages or
>     liabilities (or actions in respect thereof) arise out of or are based upon
>     an untrue statement or alleged untrue statement of a material fact contained
>     in any registration statement under which such Registrable Securities were
>     registered under the Securities Act, or any preliminary, final or summary
>     Prospectus contained therein or furnished by the Issuers to any such
>     Participant, or any amendment or supplement thereto, or arise out of or are
>     based upon the omission or alleged omission to state therein a material fact
>     required to be stated therein or necessary to make the statements therein
>     not misleading (in the case of any Prospectus, in light of the circumstances
>     under which they were made) and the Issuers shall, and hereby agree to,
>     reimburse each such Participant for any legal or other expenses reasonably
>     incurred by it in connection with investigating or defending any such loss,
>     claim, damage, liability or action; provided, however, that
>     the Issuers shall not be liable to any such person in any such case to the
>     extent that any such loss, claim, damage or liability arises out of or is
>     based upon an untrue statement or alleged untrue statement or omission or
>     alleged omission made in such registration statement, or preliminary, final
>     or summary Prospectus, or amendment or supplement thereto, in reliance upon
>     and in conformity with written information furnished to the Issuers by such
>     Participant (including in any Notice and Questionnaire) expressly for use
>     therein; provided, further, that this indemnity agreement
>     shall not apply to any loss, liability, claim, damage or expense arising
>     from (i) an offer or sale of Registrable Securities occurring during a
>     Deferral Period, if Notice Holders received a Deferral Notice, or (ii) the
>     Participant's failure to deliver at or prior to the written confirmation
>     of sale, the most recent Prospectus, as amended or supplemented, and such
>     Prospectus, as amended or supplemented, would have corrected such untrue
>     statement or alleged untrue statement of a material fact. This indemnity
>     agreement will be in addition to any liability which the Issuers may
>     otherwise have.

15

<PAGE> 16

> (b) Indemnification by Participants. Each Participant, severally
>     and not jointly, agrees to indemnify and hold harmless the Issuers, each of
>     the Issuers' directors, officers and employees and each person who
>     controls the Issuers within the meaning of either the Securities Act or the
>     Exchange Act, to the same extent as the foregoing indemnity from the
>     Issuers, but only with reference to written information furnished to the
>     Issuers (including in any Notice and Questionnaire) by or on behalf of such
>     Participant specifically for use in any registration statement, or any
>     preliminary or final or summary Prospectus contained therein or any
>     amendment or supplement thereto. This indemnity agreement will be
>     acknowledged by each Participant that is not an Initial Purchaser in such
>     Participant's Notice and Questionnaire and will be in addition to any
>     liability which any such person may otherwise have.
>     (c) Promptly after receipt by an indemnified party under Section 7(a) or
>     (b) of notice of the commencement of any action, such indemnified party
>     will, if a claim in respect thereof is to be made against the indemnifying
>     party under such subsection, notify the indemnifying party in writing of the
>     commencement thereof; but the omission so to notify the indemnifying party
>     will not relieve the indemnifying party from any liability which it may have
>     to any indemnified party otherwise than under Section 7(a) or (b). In case
>     any such action is brought against any indemnified party, and it notifies
>     the indemnifying party of the commencement thereof, the indemnifying party
>     will be entitled to participate therein, and to the extent that it may elect
>     by written notice delivered to the indemnified party promptly after
>     receiving the aforesaid notice from such indemnified party, to assume the
>     defense thereof, with counsel satisfactory to such indemnified party; provided
>     that, if the defendants in any such action include both the indemnified
>     party and the indemnifying party and representation of both parties by the
>     same counsel would be inappropriate due to actual or potential conflicting
>     interests between them, the indemnified party or parties shall have the
>     right to select separate counsel to participate in the defense of such
>     action on behalf of such indemnified party or parties. Upon receipt of
>     notice from the indemnifying party to such indemnified party of its election
>     so to assume the defense of such action and approval by the indemnified
>     party of counsel, the indemnifying party will not be liable to such
>     indemnified party under Section 7(a) or (b) for any legal or other expenses
>     subsequently incurred by such indemnified party (other than reasonable costs
>     of investigation) in connection with the defense thereof unless (i) the
>     indemnified party shall have employed separate counsel in connection with
>     the assertion of legal defenses in accordance with the proviso to the
>     immediately preceding sentence (it being understood, however, that the
>     indemnifying party shall not be liable for the expenses of more than one
>     separate firm of attorneys (in addition to any local counsel), reasonably
>     satisfactory to the indemnifying party, representing the indemnified parties
>     who are parties to such action), (ii) the indemnifying party shall not have
>     employed counsel satisfactory to the indemnified party to represent the
>     indemnified party within a reasonable time after notice of commencement of
>     the action or (iii) the indemnifying party has authorized the employment of
>     counsel for the indemnified party at the expense of the indemnifying party;
>     and except that, if clause (i) or (iii) is applicable, such liability shall
>     be only in respect of the counsel referred to in such clause (i) or (iii).

16

<PAGE> 17

No indemnifying party shall, without the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action.

> (d) Contribution. Each party hereto agrees that, if for any reason
>     the indemnification provisions contemplated by Section 7(a) or Section 7(b)
>     are unavailable to or insufficient to hold harmless an indemnified party in
>     respect of any losses, claims, damages or liabilities (or actions in respect
>     thereof) referred to therein, then each indemnifying party shall contribute
>     to the amount paid or payable by such indemnified party as a result of such
>     losses, claims, damages or liabilities (or actions in respect thereof) in
>     such proportion as is appropriate to reflect the relative fault of the
>     indemnifying party and the indemnified party in connection with the
>     statements or omissions which resulted in such losses, claims, damages or
>     liabilities (or actions in respect thereof), as well as any other relevant
>     equitable considerations. The relative fault of such indemnifying party and
>     indemnified party shall be determined by reference to, among other things,
>     whether the untrue or alleged untrue statement of a material fact or
>     omission or alleged omission to state a material fact relates to information
>     supplied by such indemnifying party or by such indemnified party, and the
>     parties' relative intent, knowledge, access to information and opportunity
>     to correct or prevent such statement or omission. The parties hereto agree
>     that it would not be just and equitable if contributions pursuant to this
>     Section 7(d) were determined by pro rata allocation (even if the
>     Participants were treated as one entity for such purpose) or by any other
>     method of allocation which does not take account of the equitable
>     considerations referred to in this Section 7(d). The amount paid or payable
>     by an indemnified party as a result of the losses, claims, damages, or
>     liabilities (or actions in respect thereof) referred to above shall be
>     deemed to include any legal or other fees or expenses reasonably incurred by
>     such indemnified party in connection with investigating or defending any
>     such action or claim. Notwithstanding the provisions of this Section 7(d),
>     no Participant shall be required to contribute any amount in excess of the
>     dollar amount of the proceeds received by such Participant from the sale of
>     any Registrable Securities, and in no case shall any underwriter (except as
>     may be provided in any agreement among the underwriters relating to the
>     offering of the Securities) be required to contribute any amount in excess
>     of the purchase discount or commission applicable to the Registrable
>     Securities underwritten by it. No person guilty of fraudulent
>     misrepresentation (within the meaning of Section 11(f) of the Securities
>     Act) shall be entitled to contribution from any person who was not guilty of
>     such fraudulent misrepresentation. The Participants' obligations in this
>     Section 7(d) to contribute shall be several in proportion to the amount of
>     Registrable Securities (measured by aggregate principal amount at maturity
>     of the Notes or number of shares of Common Stock) registered or
>     underwritten, as the case may be, by them and not joint.
>     (e) The obligations of the Issuers under this Section 7 shall be in
>     addition to any liability which the Issuers may otherwise have and shall
>     extend, upon the same terms and conditions, to each officer, director and
>     partner of each Participant and each person, if any, who controls any
>     Participant within the meaning of the Securities Act or the

17

<PAGE> 18

> Exchange Act;
>     and the obligations of the Participants contemplated by this Section 7 shall
>     be in addition to any liability which the respective Participants may
>     otherwise have and shall extend, upon the same terms and conditions, to each
>     officer, employee and director of each Issuer (including any person who,
>     with his consent, is named in any registration statement as about to become
>     a director of an Issuer), and to each person, if any, who controls the
>     Company within the meaning of the Securities Act or the Exchange Act.

8. Rule 144. The Issuers covenant to the Holders of Registrable
Securities that the Issuers shall use their reasonable efforts to timely file
the reports required to be filed by them under the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities
Act), all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the
limitations of the exemption provided by Rule 144 under the Securities Act, or
any similar or successor rule or regulation hereafter adopted by the Commission.
Upon the request of any Holder of Registrable Securities in connection with that
Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.

9. Miscellaneous.

> (a) Notices. All notices, requests, claims, demands, waivers and
>     other communications hereunder shall be in writing and effective only on
>     receipt, and if sent to the Issuers, will be mailed, delivered or telefaxed
>     to 1411 Broadway, New York, NY 10018, Attention: Ira M. Dansky, Esq.,
>     General Counsel (telecopier no.: (212) 790-9988), with a copy mailed,
>     delivered or telefaxed to William V. Fogg, Esq., (telefax no.: (212)
>     474-3700) at Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
>     Avenue, New York, NY 10019; if to an Initial Purchaser, to it at the address
>     for the Initial Purchasers set forth in the Purchase Agreement; and if to a
>     Holder, will be mailed, delivered to telefaxed to the address of such Holder
>     set forth in the security register, a Notice and Questionnaire or other
>     records of the Issuer or to such other address as the Issuer or any such
>     Holder may have furnished to the other in writing in accordance herewith,
>     except that notices of change of address shall be effective only upon
>     receipt.
>     (b) Parties in Interest. All the terms and provisions of this
>     Agreement shall be binding upon, shall inure to the benefit of and shall be
>     enforceable by the respective successors and assigns of the parties hereto.
>     In the event that any transferee of any Holder of Registrable Securities
>     shall acquire Registrable Securities, in any manner, whether by gift,
>     bequest, purchase, operation of law or otherwise, such transferee shall,
>     without any further writing or action of any kind, be deemed a party hereto
>     for all purposes and such Registrable Securities shall be held subject to
>     all of the terms of this Agreement, and by taking and holding such
>     Registrable Securities such transferee shall be entitled to receive the
>     benefits of, and be conclusively deemed to have agreed to be bound by and to
>     perform, all of the applicable terms and provisions of this Agreement.
>     (c) Survival. The respective agreements, representations,
>     warranties, indemnities and other statements of the Issuers or their
>     officers and of the Holders set forth in this Agreement shall remain in full
>     force and effect regardless of any investigation (or

18

<PAGE> 19

> statement as to the
>     results thereof) made by or on behalf of any Holder any director, any
>     Issuer, any agent or underwriter or any director, officer, or any
>     controlling person of any of the foregoing, and shall survive delivery of
>     and payment for the Securities pursuant to the Purchase Agreement and the
>     transfer and registration of the Securities pursuant to this Agreement.
>     (d) Applicable Law. This Agreement will be governed by and
>     construed in accordance with the laws of the State of New York applicable to
>     contracts made and to be performed within the State of New York.
>     (e) Headings. The section headings used herein are inserted for
>     convenience only and shall not affect the construction hereof.
>     (f) Entire Agreement; Amendments. This Agreement and the other
>     writings referred to herein (including the Purchase Agreement and the
>     Indenture) or delivered pursuant hereto which form a part hereof contain the
>     entire understanding of the parties with respect to its subject matter. This
>     Agreement and the Purchase Agreement supersede all prior agreements and
>     understandings between the parties with respect to their subject matter.
>     This Agreement may be amended and the observance of any term of this
>     Agreement may be waived (either generally or in a particular instance and
>     either retroactively or prospectively) only by a written instrument duly
>     executed by the Issuers and the Holders of at least a majority of the Shares
>     constituting Registrable Securities at the time outstanding (with Holders of
>     Notes deemed to be the Holders, for the purposes of this Section, of the
>     number of outstanding Shares into which such Notes are or would be
>     convertible or exchangeable as of the date on which such consent is
>     requested). Each Holder of any Registrable Securities at the time or
>     thereafter outstanding shall be bound by any amendment or waiver effected
>     pursuant to this Section 9(f), whether or not any notice, writing or marking
>     indicating such amendment or waiver appears on such Registrable Securities
>     or is delivered to such Holder.
>     (g) Inspection. For so long as this Agreement shall be in effect,
>     this Agreement and a complete list of the names and addresses of all the
>     Holders of Registrable Securities shall be made available for inspection and
>     copying during normal business hours on any business day by any Holder of
>     Registrable Securities for proper purposes only (which shall include any
>     purpose related to the rights of the Holders of Registrable Securities under
>     the Securities, the Indenture and this Agreement) at the offices of the
>     Company at the address thereof set forth in Section 9(a) above, or at the
>     office of the Trustee under the Indenture.
>     (h) Counterparts. This Agreement may be executed by one or more
>     counterparts, each of which shall constitute an original and all of which
>     together shall constitute one and the same instrument.

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<PAGE> 20

Agreed to and accepted as of the date referred to above.

Very truly yours,
                        JONES APPAREL GROUP, INC.
                        
                        By /s/ Ira M. Dansky     Name: Ira M. Dansky
                             Title: Secretary

                        JONES APPAREL GROUP USA, INC.
                        
                        By /s/ Ira M. Dansky     Name: Ira M. Dansky
                             Title: Secretary

                        JONES APPAREL GROUP HOLDINGS, INC.
                        
                        By /s/ Ira M. Dansky     Name: Ira M. Dansky
                             Title: President

                        NINE WEST GROUP INC.
                        
                        By /s/ Ira M. Dansky     Name: Ira M. Dansky
                             Title: Executive Vice President


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<PAGE> 21

The foregoing Agreement is hereby confirmed and accepted as of the date
first above written.

SALOMON SMITH BARNEY INC.
BEAR, STEARNS & CO. INC.

By: Salomon Smith Barney Inc.

By /s/ Alan Rifkin     Name:  Alan Rifkin
     Title:  Director

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