**EXHIBIT 10.22**

February 28, 2003

Mr. Wesley R. Card Chief Financial and Operating Officer Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018

| Re: | Amended and Restated Employment Agreement made March 11, 2002 betweenWesley R. Card and Jones Apparel Group, Inc. (the "Company") (the"Employment Agreement") |
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Dear Mr. Card:

This will confirm our agreement to amend the terms and conditions of theEmployment Agreement, as follows:

| 1.   | By unanimous written consent dated      January 23, 2003 (the "Consent"), the Board of Directors of the      Company authorized the issuance to you of 150,000 shares of common stock      of the Company (the "Restricted Shares") on the terms and      conditions set forth in the Consent (the "Restricted Stock      Grant"), a copy of which is attached hereto as Attachment A.        |
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| 2.   | The Restricted Stock Grant is      evidenced by the Restricted Stock Agreement attached hereto as  Attachment      B and is being executed and delivered by the parties contemporaneously      with the execution hereof.                                                                                                                                                                                                   |
| 3.   | In consideration of the Restricted      Stock Grant, the Employment Agreement is hereby amended as follows:                                                                                                                                                                                                                                                                                                                 |
|                | (a)                                                                                                                                                                                                                                                                                                                                                                                                                              | Sections 5(a), 5(b), 5(c) and 5(d) of the      Employment Agreement are hereby deleted in their entirety.        |
|                | (b)                                                                                                                                                                                                                                                                                                                                                                                                                              | Section 5(f) of the Employment Agreement is      hereby amended to read in its entirety as follows:      
Subject to the absolute authority of the Compensation Committee of the      Board of Directors of the Company from time to time (i) to grant (or not      to grant) to eligible individuals options ("Options") to      purchase common stock of the Company ("Common Shares") and (ii)      to issue (or not to issue) Common Shares of the Company subject to vesting      requirements ("Restricted Shares"), it is the intention of the      Company and the expectation of the Executive that while the Executive is      employed hereunder, the Executive will receive Options and/or Restricted      Shares
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annually beginning in calendar year      2003, on the following terms and conditions (and any Options or Restricted      Shares so granted and issued shall be subject to the following terms and      conditions, which shall govern any conflicts between the terms hereof and      any terms and conditions in any stock option or restricted stock      agreement):        (i)Target awards will be in an amount (plus or      minus 25%) equal to 150% of Executive's salary;         (ii)For purposes of determining the number of      shares subject to a given Option or of Restricted Shares, the value of      such Option or Restricted Shares grant shall be determined using the      Black-Scholes valuation method, or another generally recognized valuation      method which is then being used uniformly by the Company for its senior      executives;        (iii)The exercise price per share of the Options      shall be not less than the fair market value of a Common Share on the date      of grant, and the Options shall expire on the tenth anniversary of the      date of grant; and        (iv)The Options or Restricted Shares shall vest      ratably on the first three anniversaries of the date of grant and shall      contain such other vesting restrictions as the Compensation Committee      shall determine; provided however, that all such Options or Restricted      Shares and all other options to purchase Common Shares and Restricted      Shares then held by the Executive which are not then vested (in the      aggregate being referred to as herein as "Accelerated      Options/Restricted Shares") shall become fully vested and immediately      exercisable during the remaining original term of each such Accelerated      Option, and all such Restricted Shares shall be immediately free of      restrictions, as the case may be, upon the occurrence of any of the      following events ("Acceleration Events"): Executive's Retirement      (as defined herein), death, Disability (as defined herein), a Change in      Control (as defined herein), and termination of Executive's employment by      the Company without Cause or by the Executive for Good Reason; and        (v)The Options and/or Restricted Shares shall be granted on      such other terms and conditions as are generally made applicable to      Options and Restricted Shares granted to the other senior executives of      the Company.
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(c)Section 6(b)(ii) of the Employment Agreement is      hereby amended to read in its entirety as follows:      
In addition to the foregoing and notwithstanding any other agreement      between the Executive and the Company, all Accelerated Options/Restricted      Shares which were held by the Executive at the time of the Executive's      Retirement, death or the Disability Termination Date, shall become fully      exercisable and shall remain exercisable by the Executive or by the      Executive's estate or his representative during the remaining original      term of the Accelerated Option in the case of the Executive's Retirement      or Disability, or during the 3-year period following the date of the      Executive's death, and all such Restricted Shares shall be free of      restrictions, as the case may be.         
(d)Section 6(c)(ii) of the Employment Agreement is      hereby amended to read in its entirety as follows:      
In addition to the foregoing and notwithstanding any other agreement      between the Executive and the Company, all Accelerated Options/Restricted      Shares which were held by the Executive at the time of the termination of      the Executive's employment by the Company without Cause or by the      Executive for Good Reason (whether or not following a Change of Control),      shall become fully exercisable and shall remain exercisable for the same      period following termination as would apply if the Executive's employment      had not terminated, and all such Restricted Shares shall be free of      restrictions, as the case may be.
Please acknowledge your agreement with the foregoing by signing theenclosed copy of this letter agreement and by returning it to the Company.

Very truly yours,

JONES APPAREL GROUP, INC.

By: /s/ Ira M. DanskyExecutive Vice President

Agreed to in all respects:

/s/ Wesley R. CardWesley R. Card

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