**EXHIBIT 4.14**

JONES APPAREL GROUP, INC.,JONES APPAREL GROUP HOLDINGS, INC.,JONES APPAREL GROUP USA, INC.,NINE WEST FOOTWEAR CORPORATION,andJONES RETAIL CORPORATION,as IssuersandSUNTRUST BANKas TrusteeINDENTUREDated as of November 22, 2004$250,000,000 4.250% Senior Notes Due 2009$250,000,000 5.125% Senior Notes Due 2014$250,000,000 6.125% Senior Notes Due 2034

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TABLE OF CONTENTS

|                                                     |                                                      | Page |
|-----------------------------------------------------|------------------------------------------------------|------|
| ARTICLE 1DEFINITIONS AND INCORPORATION BY REFERENCE |
| Section 1.01.                                       | *Definitions.*                                       | 1    |
| Section 1.02.                                       | *Other Definitions.*                                 | 7    |
| Section 1.03.                                       | *Incorporation by Reference of**Trust Indenture Act* | 8    |
| Section 1.04.                                       | *Rules of Construction*                              | 8    |
| ARTICLE 2        THE SECURITIES                     |
| Section 2.01*.*                                     | *Form of Securities*                                 | 9    |
| Section 2.02.                                       | *Denominations*                                      | 9    |
| Section 2.03.                                       | *Forms Generally*                                    | 9    |
| Section 2.04.                                       | *Execution, Authentication and Delivery*             | 9    |
| Section 2.05.                                       | *Registrar and Paying Agent*                         | 10   |
| Section 2.06.                                       | *Paying Agent to Hold Money in Trust*                | 11   |
| Section 2.07.                                       | *Securityholder Lists*                               | 11   |
| Section 2.08.                                       | *Transfer and Exchange*                              | 11   |
| Section 2.09.                                       | *Replacement Securities*                             | 12   |
| Section 2.10.                                       | *Outstanding Securities*                             | 13   |
| Section 2.11.                                       | *Temporary Securities*                               | 13   |
| Section 2.12.                                       | *Cancellation*                                       | 13   |
| Section 2.13.                                       | *Defaulted Interest*                                 | 13   |
| Section 2.14.                                       | *CUSIP Numbers*                                      | 14   |
| Section 2.15.                                       | *Issuance of Additional Securities*                  | 14   |
| ARTICLE 3        REDEMPTION                         |
| Section 3.01.                                       | *Notices to Trustee*                                 | 15   |
| Section 3.02.                                       | *Selection of Securities to Be Redeemed*             | 15   |
| Section 3.03.                                       | *Notice of Redemption*                               | 15   |
| Section 3.04.                                       | *Effect of Notice of Redemption*                     | 16   |
| Section 3.05.                                       | *Deposit of Redemption Price*                        | 16   |
| Section 3.06.                                       | *Securities Redeemed in Part*                        | 17   |
| ARTICLE 4        COVENANTS                          |
| Section 4.01.                                       | *Payment of Securities*                              | 17   |
| Section 4.02.                                       | *Annual and Quarterly Reports*                       | 17   |

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| Section 4.03.                        | *Corporate Existence*                                | 17 |
|--------------------------------------|------------------------------------------------------|----|
| Section 4.04.                        | *Restrictions on Liens*                              | 18 |
| Section 4.05.                        | *Restrictions on Sale and**Leaseback Transactions*   | 20 |
| Section 4.06.                        | *Exempted Debt*                                      | 21 |
| Section 4.07.                        | *Waiver of Certain Covenants*                        | 21 |
| Section 4.08.                        | *Compliance Certificate*                             | 22 |
| Section 4.09.                        | *Further Instruments and Acts*                       | 22 |
| ARTICLE 5      SUCCESSOR COMPANIES   |
| Section 5.01.                        | *Merger and Consolidation*                           | 22 |
| ARTICLE 6      DEFAULTS AND REMEDIES |
| Section 6.01.                        | *Events of Default*                                  | 23 |
| Section 6.02.                        | *Acceleration*                                       | 25 |
| Section 6.03.                        | *Other Remedies*                                     | 26 |
| Section 6.04.                        | *Waiver of Past Defaults*                            | 26 |
| Section 6.05.                        | *Control by Majority*                                | 26 |
| Section 6.06.                        | *Limitation on Suits*                                | 26 |
| Section 6.07.                        | *Rights of Holders to Receive**Payment*              | 27 |
| Section 6.08.                        | *Collection Suit by Trustee*                         | 27 |
| Section 6.09.                   | *Trustee May File Proofs of**Claim*                  | 27 |
| Section 6.10.                        | *Priorities*                                         | 28 |
| Section 6.11.                        | *Undertaking for Costs*                              | 28 |
| Section 6.12.                        | *Waiver of Stay or Extension**Laws*                  | 28 |
| ARTICLE 7      TRUSTEE               |
| Section 7.01.                        | *Duties of Trustee*                                  | 29 |
| Section 7.02.                        | *Rights of Trustee*                                  | 30 |
| Section 7.03.                        | *Individual Rights of Trustee*                       | 31 |
| Section 7.04.                   | *Trustee's Disclaimer*                               | 31 |
| Section 7.05.                        | *Notice of Defaults*                                 | 31 |
| Section 7.06.                        | *Reports by Trustee to Holder*                       | 31 |
| Section 7.07.                        | *Compensation and Indemnity*                         | 31 |
| Section 7.08.                        | *Replacement of Trustee*                             | 32 |
| Section 7.09.                        | *Successor Trustee by Merger*                        | 33 |
| Section 7.10.                        | *Eligibility*, *Disqualification*                    | 34 |
| Section 7.11.                   | *Preferential Collection of Claims**Against Issuers* | 34 |

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| ARTICLE 8      DISCHARGE OF INDENTURE; DEFEASANCE |
|---------------------------------------------------|
| Section 8.01.                                     | *Disclaimer of Liability on**Securities: Defeasance* | 34 |
| Section 8.02.                                     | *Conditions to Defeasance* | 35 |
| Section 8.03.  **                            | *Application of Trust Money* | 37 |
| Section 8.04.                                     | *Repayment to Issuers* | 37 |
| Section 8.05.                                     | *Indemnity for Government Obligations* | 37 |
| Section 8.06.                                     | *Reinstatement* | 37 |
| ARTICLE 9      AMENDMENTS                         |
| Section 9.01.                                     | *Without Consent of Holders* | 38 |
| Section 9.02.                                     | *With Consent of Holders* | 39 |
| Section 9.03.                                     | *Compliance with Trust Indenture**Act* | 40 |
| Section 9.04.                                     | *Revocation and Effect of**Consents and Waivers* | 40 |
| Section 9.05.                                     | *Notation on or Exchange of**Securities* | 40 |
| Section 9.06.  **                            | *Trustee to Sign Amendments* | 40 |
| Section 9.07.                                     | *Payment for Consent* | 41 |
| ARTICLE 10      MISCELLANEOUS                     |
| Section 10.01.  **                           | *Trust Indenture Act Controls* | 41 |
| Section 10.02.                                    | *Notices* | 41 |
| Section 10.03.                                    | *Communication by Holders with**Other Holders* | 42 |
| Section 10.04.                                    | *Certificate and Opinion as**to Conditions Precedent* | 42 |
| Section 10.05.  **                           | *Statements Required in Certificate**or Opinion* | 42 |
| Section 10.06.                                    | *When Securities Disregarded* | 43 |
| Section 10.07.                                    | *Rules by Trustee*, *Paying**Agent and Registrar* | 43 |
| Section 10.08.                                    | *Legal Holiday* | 43 |
| Section 10.09.  **                           | *Governing Law* | 43 |
| Section 10.10.                                    | *No Recourse Against Others* | 43 |
| Section 10.11.                                    | *Successors* | 43 |
| Section 10.12.                                    | *Multiple Originals* | 43 |
| Section 10.13.  **                           | *Table of Contents: Headings* | 44 |
| Section 10.14.                                    | *Severability* | 44 |
| APPENDIX A                                        | PROVISIONS RELATING TO INITIAL SECURITIES, ADDITIONAL          SECURITIES AND EXCHANGE SECURITIES |  |
| EXHIBIT A                                         | FORM OF FACE OF 2009 INITIAL SECURITY |  |

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| EXHIBIT B | FORM OF FACE OF 2009 EXCHANGE SECURITY                              |  |
|-----------|---------------------------------------------------------------------|--|
| EXHIBIT C | FORM OF TRANSFEREE LETTER OF REPRESENTATION FOR 2009          NOTES |  |
| EXHIBIT D | FORM OF FACE OF 2014 INITIAL SECURITY                               |  |
| EXHIBIT E | FORM OF FACE OF 2014 EXCHANGE SECURITY                              |  |
| EXHIBIT F | FORM OF TRANSFEREE LETTER OF REPRESENTATION FOR 2014          NOTES |  |
| EXHIBIT G | FORM OF FACE OF 2034 INITIAL SECURITY                               |  |
| EXHIBIT H | FORM OF FACE OF 2034 EXCHANGE SECURITY                              |  |
| EXHIBIT I | FORM OF TRANSFEREE LETTER OF REPRESENTATION FOR 2034          NOTES |  |

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        INDENTURE dated as of November 22, 2004, by and among JONES APPAREL GROUP,INC., a Pennsylvania corporation, JONES APPAREL GROUP HOLDINGS, INC., a Delawarecorporation, JONES APPAREL GROUP USA, INC., a Pennsylvania corporation, NINEWEST FOOTWEAR CORPORATION, a Delaware corporation, JONES RETAIL CORPORATION, aNew Jersey corporation (collectively, the "**Issuers**"), andSUNTRUST BANK, a national banking corporation associated under the laws of theState of Georgia, as trustee (the "**Trustee**").

        Each party agrees as follows for the benefit of the other parties and for theequal and ratable benefit of the Holders of (i) the Issuers' 4.250% SeniorNotes due 2009 issued on the date hereof (the "**2009 Original Securities**"),5.125% Senior Notes due 2014 issued on the date hereof (the "**2014Original Securities**") and 6.125% Senior Notes due 2034 issued on thedate hereof (the "**2034 Original Securities**" and, together withthe 2009 Original Securities and the 2014 Original Securities, collectively, the"**Original Securities**"), (ii) any Additional Securities (asdefined herein) that may be issued after the date hereof (all such Securities inclauses (i) and (ii) being referred to collectively as the "**InitialSecurities**") and (iii) if and when issued as provided in a RegistrationAgreement (as defined in Appendix A hereto (the "**Appendix**")),the Issuers' 4.250% Senior Notes due 2009 issued in a Registered ExchangeOffer (as defined in the Appendix) in exchange for 2009 Initial Securities (the"**2009 Exchange Securities**"), 5.125% Senior Notes due 2014issued in a Registered Exchange Offer in exchange for 2014 Initial Securities(the "**2014 Exchange Securities**") and 6.125% Senior Notes due2034 issued in a Registered Exchange Offer in exchange for 2034 InitialSecurities (the "**2034 Exchange Securities"** and together withthe 2009 Exchange Securities and the 2014 Exchange Securities, the****"**ExchangeSecurities**" and together with the Initial Securities, the "**Securities**").

ARTICLE 1DEFINITIONS AND INCORPORATION BY REFRENCE

        Section 1.01.  *Definitions.*

        "**Additional Securities**" means Securities of any seriesissued under this Indenture after the Closing Date and in compliance withSection 2.15 hereof, it being understood that any Securities issued in exchangefor or replacement of any Original Securities shall not be AdditionalSecurities, including any such Securities issued in exchange for OriginalSecurities pursuant to a Registration Agreement.

        "**Affiliate**" of any specified Person means any other Person,directly or indirectly, controlling or controlled by or under direct or indirectcommon control with such specified Person. For the purposes of this definition,"control" when used with respect to any Person means the power todirect the management and 

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 policies of such Person, directly or indirectly,whether through the ownership of voting securities, by contract or otherwise;and the terms "controlling" and "controlled" have meaningscorrelative to the foregoing.

        "**Attributable Debt**" in respect of a Sale and LeasebackTransaction means, at the time of determination, the present value (discountedat the actual rate of interest of such transaction) of the obligation of thelessee for net rental payments during the remaining term of the lease includedin such Sale and Leaseback Transaction (including any period for which suchlease has been extended or may, at the option of the lessor, be extended). Theterm "net rental payments" under any lease for any period shall meanthe sum of the rental and other payments required to be paid in such period bythe lessee thereunder, not including, however, any amounts required to be paidby such lessee (whether or not designated as rental or additional rental) onaccount of maintenance and repairs, insurance, taxes, assessments, water ratesor similar charges required to be paid by such lessee thereunder or any amountsrequired to be paid by such lessee thereunder contingent upon the amount ofsales, maintenance and repairs, insurance, taxes, assessments, water rates orsimilar charges. In the case of any lease which is terminable by the lessee uponthe payment of a penalty, such net amount shall also include the amount of suchpenalty, but no rent shall be considered as required to be paid under such leasesubsequent to the first date upon which it may be so terminated without paymentof such penalty.

        "**Board of Directors**" means the Board of Directors of theapplicable Issuer or any committee thereof duly authorized to act on behalf ofthe Board of Directors of such Issuer.

        "**Business Day**" means each day which is not a Legal Holiday.

        "**Capital Stock**" of any Person means any and all shares,interests, rights to purchase, warrants, options, participating or otherequivalents of or interests in (however designated) equity of such Person,including any preferred stock, but excluding any debt securities convertibleinto such equity.

        "**Closing Date**" means the date of this Indenture.

        "**Code**" means the Internal Revenue Code of 1986, as amended.

        "**Comparable Treasury Issue**" means the United States Treasurysecurity selected by an Independent Investment Banker as having a maturitycomparable to the remaining term ("**remaining life**") of theSecurities of such series to be redeemed that would be utilized, at the time ofselection and in accordance with customary financial practice, in pricing newissues of corporate debt securities of comparable maturity to the remaining termof such Securities.

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        "**Comparable Treasury Price**" means, with respect to anyredemption date, (1) the average of five Reference Treasury Dealer Quotationsfor such redemption date after excluding the highest and lowest of suchReference Treasury Dealer Quotations, or (2) if the Independent InvestmentBanker obtains fewer than five such Reference Treasury Dealer Quotations, theaverage of all such quotations.

        "**Consolidated Net Tangible Assets**" means as of any date ofdetermination, the total amount of assets of the Issuers and their respectiveSubsidiaries (less applicable reserves and other properly deductible items)after deducting (1) all current liabilities (excluding the amount of those whichare by their terms extendable or renewable at the option of the obligor to adate more than 12 months after the date as of which the amount is beingdetermined and excluding all intercompany items between an Issuer and any of itswholly-owned Subsidiaries or between Issuers or wholly-owned Subsidiaries ofIssuers) and (2) all goodwill, trade names, trademarks, patents, unamortizeddebt discount and expense and other like intangible assets, all as determined ona consolidated basis in accordance with GAAP.

        "**Consolidated Stockholders' Equity**" means consolidatedstockholders' equity of the Issuers and their respective Subsidiaries asdetermined in accordance with GAAP and reflected on the Issuers' most recentbalance sheet.

        "**Default**" means any event which is, or after notice orpassage of time or both would be, an Event of Default.

        "**Depositary**" means, with respect to the Securities of anyseries issuable in whole or in part in global form, the Person specifiedpursuant to Section 2.01 hereof as the initial Depositary with respect to theSecurities of such series, until a successor shall have been appointed andbecome such pursuant to the applicable provisions of this Indenture, andthereafter "Depositary" shall mean or include such successor.

        "**Dollar**" means a dollar or other equivalent unit in suchcoin or currency of the United States as at the time shall be legal tender forthe payment of public and private debt.

        "**Exchange Act**" means the Securities Exchange Act of 1934, asamended.

        "**Funded Debt**" means Indebtedness, whether incurred, assumedor guaranteed, maturing by its terms more than one year from the date ofcreation thereof or which is extendable or renewable at the sole option of theobligor in such manner that it may become payable more than one year from thedate of creation thereof, *provided*, *however*, that Funded Debtshall not include obligations created pursuant to leases, or any Indebtedness orportion thereof maturing by its terms within one year from the time of anycomputation of the 

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 amount of outstanding Funded Debt unless such Indebtednessshall be extendable or renewable at the sole option of the obligor in suchmanner that it may become payable more than one year from such time, or anyIndebtedness for the payment or redemption of which money in the necessaryamount shall have been deposited in trust either at or before the maturity orredemption date thereof.

        "**GAAP**" means generally accepted accounting principles in theUnited States of America as in effect from time to time, including thoseprinciples set forth in (i) the opinions and pronouncements of the AccountingPrinciples Board of the American Institute of Certified Public Accountants, (ii)statements and pronouncements of the Financial Accounting Standards Board, (iii)such other statements by such other entity as approved by a significant segmentof the accounting profession and (iv) the rules and regulations of the SECgoverning the inclusion of financial statements (including pro forma financialstatements) in periodic reports required to be filed pursuant to Section 1-3 ofthe Exchange Act, including opinions and pronouncements in staff accountingbulletins and similar written statements from the accounting staff of the SEC.All ratios and computations based on GAAP contained in this Indenture shall becomputed in conformity with GAAP.

        "**Global Security**" means a Security that is issued in globalform in the name of the Depositary with respect thereto or its nominee.

        "**Holder**" or "**Securityholder**" means thePerson in whose name a Security is registered on the Registrar's books.

        "**Indebtedness**" of a Person means indebtedness for borrowedmoney and all indebtedness under purchase money mortgages or other purchasemoney liens or conditional sales or similar title retention agreements (butexcluding trade accounts payable in the ordinary course of business) in eachcase where such indebtedness has been created, incurred, assumed or guaranteedby such Person or where such Person is otherwise liable therefore andindebtedness for borrowed money secured by any Lien upon property owned by suchPerson even though such Person has not assumed or become liable for the paymentof such indebtedness; *provided* that if the obligation so secured has notbeen assumed in full by such Person or is otherwise not such Person's legalliability in full, the amount of such obligation for the purposes of thisdefinition shall be limited to the lesser of the amount of such obligationsecured by such Lien or the fair market value of the property securing suchLien.

        "**Indenture**" means this Indenture as amended or supplementedfrom time to time and includes the terms of a particular series of Securitiesestablished as contemplated by Section 2.01.

        "**Independent Investment Banker**" means either CitigroupGlobal Markets Inc. or J.P. Morgan Securities Inc., as specified by the Issuers,or if 

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 neither of the foregoing is willing or able to select the ComparableTreasury Issue, an independent investment banking institution of nationalstanding appointed by the Issuers.

        "**Issuer**" means each party named as such in this Indentureuntil a successor replaces it and, thereafter, means the successor and, forpurposes of any provision contained herein and required by the TIA, each otherobligor on the indenture securities.

        "**Lien**" means any mortgage, pledge, security interest,encumbrance, lien or charge of any kind (including any conditional sale or othertitle retention agreement or lease in the nature thereof).

        "**Officer**" means the Chairman of the Board, the ChiefExecutive Officer, the Chief Financial Officer, the President, any VicePresident, the Treasurer or the Secretary of the applicable Issuer.

        "**Officers' Certificate**" means a certificate signed by twoOfficers.

        "**Opinion of Counsel**" means a written opinion from legalcounsel. The counsel may be an employee of or counsel to the applicable Issueror the Trustee.

        "**Person**" means any individual, corporation, partnership,limited liability company, joint venture, association, joint-stock company,trust, unincorporated organization, government or any agency or politicalsubdivision thereof or any other entity.

        "**principal**" of a Security means the principal of theSecurity plus the premium, if any, payable on the Security which is due oroverdue or is to become due at the relevant time.

        "**Principal Property**" means any property owned or leased byany Issuer or Restricted Subsidiary, the net book value of which exceeds onepercent of the Consolidated Net Tangible Assets of the Issuers and theirrespective Subsidiaries.

        "**Reference Treasury Dealer**" means Citigroup Global MarketsInc. and J.P. Morgan Securities Inc. and their respective successors and, at theIssuers' option, three other nationally recognized investment banking firmsthat are primary dealers of U.S. Government securities in New York City (each, a"**Primary Treasury Dealer**"). If any of the foregoing shall ceaseto be a Primary Treasury Dealer, the Issuers shall substitute therefor anotherPrimary Treasury Dealer.

        "**Reference Treasury Dealer Quotations**" means, with respectto each Reference Treasury Dealer and any redemption date, the average, asdetermined by the Independent Investment Banker, of the bid and asked prices forthe Comparable Treasury Issue (expressed in each case as a percentage of its 

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principal amount) quoted in writing to the Independent Investment Banker at 5:00p.m., New York City time, on the third Business Day preceding such redemptiondate.

        "**Remaining Scheduled Payments**" means, with respect to anySecurity to be redeemed, the remaining scheduled payments of principal of andinterest on such Security that would be due after the related redemption datebut for such redemption. If such redemption date is not an interest payment datewith respect to such Security, the amount of the next succeeding scheduledinterest payment on such Security will be reduced by the amount of interestaccrued on such note to such redemption date.

        "**Restricted Subsidiary**" means, at any time, any Subsidiaryof an Issuer which would be a "**Significant Subsidiary**" at suchtime, as such term is defined in Regulation S-X promulgated by the SEC, as ineffect on the Closing Date.

        "**SEC**" means the Securities and Exchange Commission.

        "**Securities**" has the meaning set forth in the secondparagraph of this Indenture.

        "**Securities Act**" means the Securities Act of 1933, asamended.

        "**Subsidiary**" of any Person means any corporation,association, partnership or other business entity of which more than 50% of thetotal voting power of shares of Capital Stock or other interests (includingpartnership interests) entitled (without regard to the occurrence of anycontingency) to vote in the election of directors, managers or trustees thereofis at the time owned or controlled, directly or indirectly, by (i) such Person,(ii) such Person and one or more Subsidiaries of such Person or (iii) one ormore Subsidiaries of such Person.

        "**TIA**" means the Trust Indenture Act of 1939 (15 U.S.C.Sections 77aaa- 77bb in effect on the Closing Date.

        "**Treasury Rate**" means, with respect to any redemption date,(a) the yield, under the heading which represents the average for theimmediately preceding week, appearing in the most recently published statisticalrelease designated "H.15(519)" or any successor publication which ispublished weekly by the Board of Governors of the Federal Reserve System andwhich establishes yields on actively traded U.S. Treasury securities adjusted toconstant maturity under the caption "Treasury Constant Maturities,"for the maturity corresponding to the Comparable Treasury Issue (if no maturityis within three months before or after the remaining life (as defined in thedefinition of Comparable Treasury Issue) of the Securities, yields for the twopublished maturities most closely corresponding to the Comparable Treasury Issuewill be determined and the Treasury Rate will be interpolated or extrapolatedfrom such yields on a straight 

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 line basis, rounding to the nearest month) or (b)if such release (or any successor release) is not published during the weekpreceding the calculation date or does not contain such yields, the rate perannum equal to the semiannual equivalent yield to maturity of the ComparableTreasury Issue, calculated using a price for the Comparable Treasury Issue(expressed as a percentage of its principal amount) equal to the ComparableTreasury Price for such redemption date.

        "**Trustee**" means the party named as such in this Indentureuntil a successor replaces it and, thereafter, means the successor.

        "**Trust Officer**" means any Vice President, Assistant VicePresident, Assistant Treasurer or any other officer or assistant officer of theTrustee assigned by the Trustee to administer its corporate trust matters.

        "**Uniform Commercial Code**" means the New York UniformCommercial Code as in effect from time to time.

        "**U.S. Government Obligations**" means direct obligations (orcertificates representing an ownership interest in such obligations) of theUnited States of America (including any agency or instrumentality thereof) forthe payment of which the full faith and credit of the United States of Americais pledged and which are not callable or redeemable at the issuer's option.

        "**Wholly Owned Restricted Subsidiary**" means a RestrictedSubsidiary, 100% of the outstanding Capital Stock of which (other than CapitalStock constituting directors' qualifying shares or interests held by directorsor shares or interests required to be held by foreign nationals, in each case tothe extent mandated by applicable law) is directly or indirectly owned by anIssuer or by one or more Wholly Owned Restricted Subsidiaries.

        Section 1.02.  *Other Definitions.*

 **Term**Defined in Section
Bankruptcy Law
6.01
covenant defeasance option
8.01(b)
Custodian
6.01
Event of Default
6.01
legal defeasance option
8.01(b)
Legal Holiday
10.08
Notice of Default
6.01
Paying Agent
2.03
Primary Treasury Dealer
1.01
protected purchaser
2.07
Registrar
2.03
Sale and Leaseback Transaction
4.05
Successor Company
5.01(a)
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        Section 1.03.  *Incorporation by Reference**of Trust Indenture Act.* This Indenture is subject tothe mandatory provisions of the TIA, which are incorporated by reference in andmade a part of this Indenture. The following TIA terms have the followingmeanings:

        "**Commission**" means the SEC.

        "**indenture securities**" means the Securities.

        "**indenture Securityholder**" means a Holder or Securityholder.

        "**indenture to be qualified**" means this Indenture.

        "**indenture trustee**" or "**institutional trustee**"means the Trustee.

        "**obligor**" on the indenture securities means the Issuers andany other obligor on the indenture securities.

        All other TIA terms used in this Indenture that are defined by the TIA,defined by TIA reference to another statute or defined by SEC rule have themeanings assigned to them by such definitions.

        Section 1.04.  *Rules of Construction.*Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to    it in accordance with GAAP;

(3) "or" is not exclusive;

(4) "including" means including without limitation;

(5) words in the singular include the plural and words in the plural    include the singular; and

(6) the principal amount of any noninterest bearing or other discount    security at any date shall be the principal amount thereof that would be    shown on a balance sheet of the issuer dated such date prepared in    accordance with GAAP.

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ARTICLE 2THE SECURITIES

        Section 2.01.*  Form of Securities.*Provisions relating to the Initial Securities and the Exchange Securities areset forth in the Appendix, which is hereby incorporated in and expressly made apart of this Indenture. The Initial Securities and the Trustee' s certificateof authentication shall each be substantially in the form of Exhibit A hereto(in the case of the 4.250% Senior Notes due 2009), Exhibit D hereto (in the caseof the 5.125% Senior Notes due 2014) and Exhibit G hereto (in the case of the6.125% Senior Notes due 2034), which are hereby incorporated in and expresslymade a part of this Indenture. The Exchange Securities and the Trustee'scertification of authentication shall each be substantially in the form ofExhibit B hereto (in the case of the 2009 Exchange Securities), Exhibit E hereto(in the case of the 2014 Exchange Securities) and Exhibit H hereto (in the caseof the 2004 Exchange Securities), which are hereby incorporated in and expresslymade a part of this Indenture.

        Section 2.02.  *Denominations.* TheSecurities of each series shall be issuable in such denominations as shall bespecified as contemplated by Section 2.01. In the absence of any such provisionswith respect to the Securities of any series, the Securities of such seriesdenominated in Dollars shall be issuable in denominations of $1,000 and anyintegral multiples thereof.

        Section 2.03.  *Forms Generally.*The Securities of each series may have notations, legends or endorsementsrequired by law, securities exchange rule, agreements to which any Issuer issubject, if any, or usage (*provided* that any such notation, legend orendorsement is in a form acceptable to the Issuers). Each Security shall bedated the date of its authentication.

        The definitive Securities of each series shall be printed, lithographed orengraved on steel engraved borders or may be produced in any other manner, allas determined by the Officers executing such Securities of each series, asevidenced by their execution thereof.

        Section 2.04.  *Execution, Authentication**and Delivery.* One or more Officers of the Issuers shall sign theSecurities of each series on behalf of the Issuers by manual or facsimilesignature. The Issuers' seal, if any, shall be impressed, affixed, imprintedor reproduced on the Securities and may be in facsimile form.

        If an Officer of the Issuers whose signature is on a Security no longer holdsthat office at the time the Trustee authenticates the Security, the Securityshall be valid nevertheless.

        A Security shall not be valid until an authorized signatory of the Trusteemanually signs the certificate of authentication on the Security. The signature 

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shall be conclusive evidence that the Security has been authenticated under thisIndenture.

        The Trustee shall authenticate and make available for delivery Securities asset forth in the Appendix.

        The Trustee may appoint an authenticating agent reasonably acceptable to theIssuers to authenticate the Securities of each series. Any such appointmentshall be evidenced by an instrument signed by a Trust Officer, a copy of whichshall be furnished to the Issuers. Unless limited by the terms of suchappointment, an authenticating agent may authenticate Securities of such serieswhenever the Trustee may do so. Each reference in this Indenture toauthentication by the Trustee includes authentication by such agent. Anauthenticating agent has the same rights as any Registrar, Paying Agent or agentfor service of notices and demands.

        Section 2.05.  *Registrar and Paying**Agent.* The Issuers shall maintain an office or agency for each serieswhere Securities of such series may be presented for registration of transfer orfor exchange (the "**Registrar**") and an office or agency whereSecurities of such series may be presented for payment (the "**PayingAgent**"). The Registrar shall keep a register of the Securities of suchseries and of their transfer and exchange. The Issuers may have one or moreco-registrars and one or more additional paying agents. The term "**PayingAgent**" includes any additional paying agent, and the term "**Registrar**"includes any co-registrars. The Issuers initially appoint the Trustee as (i)Registrar and Paying Agent in connection with the Securities and (ii) theSecurities Custodian (as defined in the Appendix) with respect to the GlobalSecurities (as defined in the Appendix).

        The Issuers shall enter into an appropriate agency agreement with anyRegistrar or Paying Agent not a party to this Indenture, which shall incorporatethe terms of the TIA. The agreement shall implement the provisions of thisIndenture that relate to such agent. The Issuers shall notify the Trustee of thename and address of any such agent. If the Issuers fail to maintain a Registraror Paying Agent, the Trustee shall act as such and shall be entitled toappropriate compensation therefor pursuant to Section 7.07. The Issuers or anyof their domestically organized Wholly Owned Restricted Subsidiaries may act asPaying Agent or Registrar.

        The Issuers may remove any Registrar or Paying Agent upon written notice tosuch Registrar or Paying Agent and to the Trustee; *provided*, *however*,that no such removal shall become effective until (1) acceptance of anappointment by a successor as evidenced by an appropriate agreement entered intoby the Issuers and such successor Registrar or Paying Agent, as the case may be,and delivered to the Trustee or (2) notification to the Trustee that the Trusteeshall serve as Registrar or Paying Agent until the appointment of a successor in 

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accordance with clause (1) above. The Registrar or Paying Agent may resign atany time upon written notice; *provided*, *however*, that the Trusteemay resign as Paying Agent or Registrar only if the Trustee also resigns asTrustee in accordance with Section 7.08.

        Section 2.06.  *Paying Agent to**Hold Money in Trust.* On or before each due date ofthe principal and interest on any Security, the Issuers shall deposit with thePaying Agent (or if an Issuer or a Subsidiary of any Issuer is acting as PayingAgent, segregate and hold in trust for the benefit of the Persons entitledthereto) a sum sufficient to pay such principal and interest when so becomingdue. The Issuers shall require each Paying Agent (other than the Trustee) toagree in writing that the Paying Agent shall hold in trust for the benefit ofSecurityholders or the Trustee all money held by the Paying Agent for thepayment of principal of or interest on the Securities of each series and shallnotify the Trustee of any default by the Issuers in making any such payment. Ifan Issuer or a Subsidiary of an Issuer acts as Paying Agent, it shall segregatethe money held by it as Paying Agent and hold it as a separate trust fund. TheIssuers at any time may require a Paying Agent to pay all money held by it tothe Trustee and to account for any funds disbursed by the Paying Agent. Uponcomplying with this Section, the Paying Agent shall have no further liabilityfor the money delivered to the Trustee.

        Section 2.07.  *Securityholder Lists.*The Trustee shall preserve in as current a form as is reasonably practicable themost recent list available to it of the names and addresses of Securityholders.If the Trustee is not the Registrar, the Issuers shall furnish, or cause theRegistrar to furnish, to the Trustee, in writing at least five Business Daysbefore each interest payment date and at such other times as the Trustee mayrequest in writing, a list in such form and as of such date as the Trustee mayreasonably require of the names and addresses of Securityholders.

        Section 2.08.  *Transfer and Exchange.*The Securities shall be issued in registered form and shall be transferable onlyupon the surrender of a Security for registration of transfer and in compliancewith the Appendix. When a Security is presented to the Registrar with a requestto register a transfer, the Registrar shall register the transfer as requestedif the requirements of Section 8-401(a)(1) of the Uniform Commercial Code aremet. When Securities are presented to the Registrar with a request to exchangethem for an equal principal amount of Securities of other denominations, theRegistrar shall make the exchange as requested if the same requirements are met.To permit registration of transfers and exchanges, the Issuers shall execute andthe Trustee shall authenticate Securities at the Registrar's request. TheIssuers may require payment of a sum sufficient to pay all taxes, assessments orother governmental charges in connection with any such transfer or exchangepursuant to this Section. The Issuers shall not be required to make and theRegistrar need not register transfers or exchanges of Securities selected forredemption (except, in the case of 

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 Securities to be redeemed in part, theportion thereof not to be redeemed) or any Securities for a period of 15 daysbefore a selection of Securities to be redeemed.

        Prior to the due presentation for registration of transfer of any Security,the Issuers, the Trustee, the Paying Agent, and the Registrar may deem and treatthe Person in whose name a Security is registered as the absolute owner of suchSecurity for the purpose of receiving the payment of principal and interest, ifany, on such Security and for all other purposes whatsoever, whether or not suchSecurity is overdue, and none of the Issuers, the Trustee, the Paying Agent orthe Registrar shall be affected by notice to the contrary.

        Any Holder of a Global Security shall, by acceptance of such Global Security,agree that transfers of beneficial interest in such Global Security may beeffected only through a book-entry system maintained by (i) the Holder of suchGlobal Security (or its agent) or (ii) any Holder of a beneficial interest insuch Global Security, and that ownership of a beneficial interest in such GlobalSecurity shall be required to be reflected in a book entry.

        All Securities issued upon any transfer or exchange pursuant to the terms ofthis Indenture will evidence the same debt and will be entitled to the samebenefits under this Indenture as the Securities surrendered upon such transferor exchange.

        Section 2.09.  *Replacement Securities.*If a mutilated Security is surrendered to the Registrar or if the Holder of aSecurity claims that a Security has been lost, destroyed or wrongfully taken,the Issuers shall issue and the Trustee shall authenticate a replacementSecurity if the requirements of Section 8-405 of the Uniform Commercial Code aremet, such that the Holder satisfies the Issuers or the Trustee within areasonable time after such Holder has notice of such loss, destruction orwrongful taking, and the Registrar does not register a transfer prior toreceiving such notification, requests the Issuers or the Trustee to issue a newreplacement Security, prior to the Security being acquired by a protectedpurchaser as defined in Section 8-303 of the Uniform Commercial Code (a "**protectedpurchaser**") and satisfies any other reasonable requirements of theTrustee. If required by the Trustee or the Issuers, such Holder shall furnish anindemnity bond sufficient in the judgment of the Trustee to protect the Issuers,the Trustee, the Paying Agent and the Registrar from any loss that any of themmay suffer if a Security is replaced. The Issuers and the Trustee may charge theHolder for the expenses they incur in replacing a Security. In the event anysuch mutilated, lost, destroyed or wrongfully taken Security has become or isabout to become due and payable, the Issuers in their discretion may pay suchSecurity instead of issuing a new Security in replacement thereof.

Every replacement Security is an additional obligation of the Issuers.

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        The provisions of this Section 2.09 are exclusive and shall preclude (to theextent lawful) all other rights and remedies with respect to the replacement orpayment of mutilated, lost, destroyed or wrongfully taken Securities.

        Section 2.10.  *Outstanding Securities.*Securities outstanding at any time consist of all Securities authenticated bythe Trustee except for those canceled by it, those delivered to it forcancellation and those described in this Section as not outstanding. Subject toSection 10.06, a Security does not cease to be outstanding because an Issuer oran Affiliate of an Issuer holds the Security.

        If a Security is replaced pursuant to Section 2.09, the Security so replacedceases to be outstanding unless and until the Trustee and the Issuers receiveproof satisfactory to them that the replaced Security is held by a protectedpurchaser.

        If the Paying Agent (other than the Issuers or Affiliates of the Issuers)segregates and holds in trust, in accordance with this Indenture, on aredemption date or maturity date, money sufficient to pay all principal andinterest payable on that date with respect to the Securities (or portionsthereof) to be redeemed or maturing, as the case may be, then on and after thatdate, such Securities (or portions thereof) shall cease to be outstanding andinterest on them shall cease to accrue.

        Section 2.11.  *Temporary Securities.*In the event that Definitive Securities (as defined in the Appendix) are to beissued under the terms of this Indenture, until such Definitive Securities areready for delivery, the Issuers may prepare and the Trustee shall authenticatetemporary Securities. Temporary Securities shall be substantially in the form ofDefinitive Securities but may have variations that the Issuers considerappropriate for temporary Securities. Without unreasonable delay, the Issuersshall prepare and the Trustee shall authenticate Definitive Securities anddeliver them in exchange for temporary Securities upon surrender of suchtemporary Securities at the office or agency of the Issuers, without charge tothe Holder.

        Section 2.12.  *Cancellation.* The Issuersat any time may deliver Securities to the Trustee for cancellation. TheRegistrar and the Paying Agent shall forward to the Trustee any Securitiessurrendered to them for registration of transfer, exchange or payment. TheTrustee and no one else shall cancel all Securities surrendered for registrationof transfer, exchange, payment or cancellation and deliver canceled Securitiesto an Issuer pursuant to written direction by an Officer of such Issuer. TheIssuers may not issue new Securities to replace Securities they have redeemed,paid or delivered to the Trustee for cancellation. The Trustee shall notauthenticate Securities in place of canceled Securities other than pursuant tothe terms of this Indenture.

        Section 2.13.  *Defaulted Interest.*If the Issuers default in a payment of interest on the Securities, the Issuersshall pay the defaulted interest (plus interest 

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 on such defaulted interest tothe extent lawful) in any lawful manner. The Issuers may pay the defaultedinterest to the Persons who are Securityholders on a subsequent special recorddate. The Issuers shall fix or cause to be fixed any such special record dateand payment date to the reasonable satisfaction of the Trustee and shallpromptly mail or cause to be mailed to each Securityholder a notice that statesthe special record date, the payment date and the amount of defaulted interestto be paid.

        Section 2.14.  *CUSIP Numbers.* TheIssuers in issuing the Securities may use "CUSIP" numbers (if thengenerally in use) and, if so, the Trustee shall use "CUSIP" numbers innotices of redemption as a convenience to Holders; *provided*, *however*,that any such notice may state that no representation is made as to thecorrectness of such numbers either as printed on the Securities or as containedin any notice of a redemption and that reliance may be placed only on the otheridentification numbers printed on the Securities, and any such redemption shallnot be affected by any defect in or omission of such numbers.

        Section 2.15.  *Issuance of AdditionalSecurities.* After the Closing Date, the Issuers shall be entitled to issueAdditional Securities of any series under this Indenture in an unlimitedaggregate principal amount, which Securities shall have identical terms as theInitial Securities of the same series issued on the Closing Date, other thanwith respect to the date of issuance, the issue price and the date from whichinterest thereon will begin to accrue. With respect to each series ofSecurities, the Original Securities of such series, any Additional Securities ofsuch series and all Exchange Securities of such series issued in exchangetherefor shall be treated as a single class for all purposes under thisIndenture including waivers, amendments, redemptions and offers to purchase.

        With respect to any Additional Securities, each Issuer shall set forth in aresolution of the Board of Directors and an Officers' Certificate, a copy ofeach which shall be delivered to the Trustee, the following information:

        (1) the series and the aggregate principal amount of such AdditionalSecurities to be authenticated and delivered pursuant to this Indenture;

        (2) the issue price, the issue date and the CUSIP number of such AdditionalSecurities; provided, however, that no Additional Securities may be issued at aprice that would cause such Additional Securities to have "original issuediscount" within the meaning of Section 1273 of the Code; and

        (3) whether such Additional Securities shall be Initial Securities or shallbe issued in the form of Exchange Securities.

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ARTICLE 3REDEMPTION

        Section 3.01.  *Notices to Trustee.*If the Issuers elect to redeem Securities of any series pursuant to paragraph 5of the Securities, they shall notify the Trustee in writing of the redemptiondate and the principal amount of Securities of such series to be redeemed.

        The Issuers shall give each notice to the Trustee provided for in thisSection at least 45 days before the redemption date unless the Trustee consentsto a shorter period. Such notice shall be accompanied by an Officers'Certificate and an Opinion of Counsel from the Issuers to the effect that suchredemption will comply with the conditions and covenants herein. If fewer thanall the Securities of any series are to be redeemed, the record date relating tosuch redemption shall be selected by the Issuers and given to the Trustee, whichrecord date shall be not fewer than 15 days after the date of notice to theTrustee. Any such notice may be canceled at any time prior to notice of suchredemption being mailed to any Holder and shall thereby be void and of noeffect.

        Section 3.02.  *Selection of Securities**to Be Redeemed.* If fewer than all the Securities of anyseries are to be redeemed, the Trustee shall select the Securities, not morethan 60 days prior to the redemption date, of such series to be redeemed prorata or by lot or by a method that complies with applicable legal and securitiesexchange requirements, if any, and that the Trustee in its sole discretion shalldeem to be fair and appropriate and in accordance with methods generally used atthe time of selection by fiduciaries in similar circumstances. The Trustee shallmake the selection from outstanding Securities of such series not previouslycalled for redemption. The Trustee may select for redemption portions of theprincipal of Securities of such series that have denominations larger than$1,000. Securities of such series and portions thereof that the Trustee selectsshall be in amounts of $1,000 or a whole multiple of $1,000. Provisions of thisIndenture that apply to Securities of such series called for redemption alsoapply to portions of Securities of a series called for redemption. The Trusteeshall promptly notify the Issuers of the Securities or portions thereof to beredeemed.

        Section 3.03.  *Notice of Redemption.*At least 30 days but not more than 60 days before a date for redemption ofSecurities, the Issuers shall mail a notice of redemption by first-class mail toeach Holder of Securities to be redeemed at such Holder's registered address.

        The notice shall identify the Securities to be redeemed and shall state:

    (1) the redemption date;

    (2) the redemption price and the amount of accrued interest to the    redemption date;

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    (3) the name and address of the Paying Agent;

    (4) that Securities called for redemption must be surrendered to the    Paying Agent to collect the redemption price;

    (5) if fewer than all the outstanding Securities of any series are to be    redeemed, the certificate numbers and principal amounts of the particular    Securities to be redeemed;

    (6) that, unless the Issuers default in making such redemption payment or    the Paying Agent is prohibited from making such payment pursuant to the    terms of this Indenture, interest on Securities (or portion thereof) called    for redemption ceases to accrue on and after the redemption date;

    (7) the CUSIP number, if any, printed on the Securities being redeemed;    and

    (8) that no representation is made as to the correctness or accuracy of    the CUSIP number, if any, listed in such notice or printed on the    Securities.

        At the Issuers' request, the Trustee shall give the notice of redemption inthe Issuers' name and at the Issuers' expense. In such event, the Issuersshall provide the Trustee with the information required by this Section.

        Section 3.04.  *Effect of Notice**of Redemption.* Once notice of redemption is mailed, Securitiescalled for redemption become due and payable on the redemption date and at theredemption price stated in the notice. Upon surrender to the Paying Agent, suchSecurities shall be paid at the redemption price stated in the notice, plusaccrued interest, if any, to the redemption date; *provided*, *however*,that if the redemption date is after a regular record date and on or prior tothe interest payment date, the accrued interest shall be payable to theSecurityholder of the redeemed Securities registered on the relevant recorddate. Failure to give notice or any defect in the notice to any Holder shall notaffect the validity of the notice to any other Holder.

        Section 3.05.  *Deposit of Redemption**Price.* Prior to 11:00 a.m. on the redemption date, the Issuers shalldeposit with the Paying Agent (or, if an Issuer or a Subsidiary of any of theIssuers is the Paying Agent, shall segregate and hold in trust) money sufficientto pay the redemption price of and accrued interest on all Securities to beredeemed on that date other than Securities or portions of Securities called forredemption that have been delivered by the Issuers to the Trustee forcancellation.

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        Section 3.06.  *Securities Redeemed**in Part.* Upon surrender of a Security that is redeemed in part,the Issuers shall execute and the Trustee shall authenticate for the Holder (atthe Issuers' expense) a new Security equal in principal amount to theunredeemed portion of the Security surrendered.

ARTICLE 4COVENANTS

        Section 4.01.  *Payment of Securities.*The Issuers shall promptly pay the principal of and interest on the Securitieson the dates and in the manner provided in the Securities and in this Indenture.Principal and interest shall be considered paid on the date due if on such datethe Trustee or the Paying Agent holds, in accordance with this Indenture, moneysufficient to pay all principal and interest then due and the Trustee or thePaying Agent, as the case may be, is not prohibited from paying such money tothe Securityholders on that date pursuant to the terms of this Indenture.

        The Issuers shall pay interest on overdue principal at the rate specified-inthe Securities, and shall pay interest on overdue installments of interest atthe same rate to the extent lawful.

        Section 4.02.  *Annual and Quarterly Reports.*Notwithstanding that the Issuers may not be subject to the reportingrequirements of Section 13 or 15(d) of the Exchange Act, each of the Issuersshall provide the Trustee and Securityholders within 15 days after it would havebeen required to file them with the SEC, annual and quarterly reports containingthe Issuers' most recent financial statements and schedules and related notesthereto, together with management's discussion and analysis, all of which meetthe requirements of the applicable items in Form 10-K, in the case of annualreports, and Form 10-Q, in the case of quarterly reports. Delivery of suchreports, information and documents to the Trustee is for informational purposesonly and the Trustee's receipt of such shall not constitute constructivenotice of any information contained therein or determinable from informationcontained therein, including the Company's compliance with any of itscovenants hereunder (as to which the Trustee is entitled to rely exclusively onOfficers' Certificates). The Issuers also shall comply with the otherprovisions of TIA Section 314(a).

        Section 4.03.  *Corporate Existence.*Each Issuer shall do or cause to be done all things necessary to preserve andkeep in full force and effect its corporate existence, material rights (charterand statutory) and material franchises (other than as contemplated by Section5.01); *provided*, *however*, that such Issuer shall not be requiredto preserve any such right or franchise if the Board of Directors shalldetermine that the preservation of such rights or franchises is no longerdesirable in the conduct of the business of the Issuers and the RestrictedSubsidiaries considered as a whole.

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        Section 4.04. *Restrictions on Liens.*Except as provided in Section 4.06, the Issuers shall not, and shall not permitany Restricted Subsidiary to, create or suffer to exist any Lien to secure anyIndebtedness of any Issuer or Restricted Subsidiary on any Principal Property ofany Issuer or Restricted Subsidiary, without making, or causing such RestrictedSubsidiary to make, effective provision to secure all of the Securities offeredhereunder and then outstanding by such Lien, equally and ratably with any andall other such Indebtedness thereby secured, so long as such other Indebtednessis so secured, except that the foregoing restrictions shall not apply to:

    (a) Liens on property of a Person existing at the time such Person is    merged into or consolidated with any Issuer or Restricted Subsidiary or at    the time of sale, lease or other disposition of the properties of such    Person (or a division thereof) as an entirety or substantially as an    entirety to any Issuer or Restricted Subsidiary;

    (b) Liens on property of a Person existing at the time such Person    becomes a Restricted Subsidiary or existing on property prior to the    acquisition thereof by any Issuer or Restricted Subsidiary;

    (c) Liens securing Indebtedness between a Restricted Subsidiary and an    Issuer or between Restricted Subsidiaries or between Issuers;

    (d) Liens on any property created, assumed or otherwise brought into    existence in contemplation of the sale or other disposition of the    underlying property, whether directly or indirectly, by way of share    disposition or otherwise, *provided* that the applicable Issuer or    Restricted Subsidiary must dispose of such property within 180 days after    the creation of such Liens and that any Indebtedness secured by such Liens    shall be without recourse to any Issuer or Restricted Subsidiary;

    (e) Liens in favor of the United States of America or any state thereof    or any department, agency or instrumentality or political subdivision of the    United States of America or any state thereof, or in favor of any country,    or any political subdivision thereof, to secure partial, progress, advance    or other payments, or performance of any other similar obligations,    including, without limitation, Liens to secure pollution control bonds or    industrial revenue or other similar types of bonds;

    (f) Liens imposed by law, such as carriers', warehousemen's and    mechanics' Liens and other similar Liens arising in the ordinary course of    business which secure obligations not more than 60 days past due or which    are being contested in good faith and by appropriate proceedings;

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    (g) Liens incurred in the ordinary course of business to secure    performance of obligations with respect to statutory or regulatory    requirements, performance or return-of-money bonds, surety bonds or other    obligations of a like nature, in each case which are not incurred in    connection with the borrowing of money, the obtaining of advances or credit    or the payment of the deferred purchase price of property and which do not    in the aggregate impair in any material respect the use of property in the    operation of the business of the Issuers and their respective Subsidiaries    taken as a whole;

    (h) Liens incurred to secure appeal bonds and judgment and attachment    Liens, in each case in connection with litigation or legal proceedings which    are being contested in good faith by appropriate proceedings so long as    reserves have been established to the extent required by GAAP;

    (i) pledges or deposits under workmen's compensation laws, unemployment    insurance laws or similar legislation, or good faith deposits in connection    with bids, tenders, contracts (other than for the payment of Indebtedness)    or leases to which any Issuer or Restricted Subsidiary is a party, or    deposits to secure public or statutory obligations of an Issuer or    Restricted Subsidiary or deposits for the payment of rent, in each case    incurred in the ordinary course of business;

    (j) utility easements, building restrictions and such other encumbrances    or charges against real property as are of a nature generally existing with    respect to properties of a similar character;

    (k) Liens granted to any bank or other institution on the payments to be    made to such institution by an Issuer or Subsidiary thereof, pursuant to any    interest rate swap or similar agreement or foreign currency hedge, exchange    or similar agreement designed to provide protection against fluctuations in    interest rates and currency exchange rates, respectively, *provided*    that such agreements are entered into in, or are incidental to, the ordinary    course of business;

    (l) Liens arising solely by virtue of any statutory or common law    provision relating to banker's liens, rights of setoff or similar rights    and remedies, in each case as to any deposit account or any other fund    maintained with a creditor depository institution, *provided* that (1)    such deposit account is not a dedicated cash collateral account and is not    subject to restrictions against access by the applicable Issuer or    Restricted Subsidiary in excess of those set forth by regulations    promulgated by the Federal Reserve Board, and (2) such deposit account is    not intended by such Issuer or Restricted Subsidiary to provide collateral    to the depository institution;

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    (m) Liens arising from Uniform Commercial Code financing statements    regarding leases;

    (n) the giving, simultaneously with or within 180 days after the latest    of the Closing Date, or the acquisition, construction, improvement,    development or expansion of such property, of a purchase money Lien on    property acquired, constructed, improved, developed or expanded after the    Closing Date, or the acquisition, construction, improvement, development or    expansion after the Closing Date, of property subject to any Lien which is    limited to such property;

    (o) the giving of a Lien on real property which is the sole security for    Indebtedness incurred within two years after the latest of the Closing Date,    or the acquisition, construction, improvement, development or expansion of    such property, *provided* that the holder of such Indebtedness is    entitled to enforce its payment only by resorting to such security;

    (p) Liens arising by the terms of letters of credit entered into in the    ordinary course of business to secure reimbursement obligations thereunder;

    (q) Liens existing on the Closing Date;

    (r) Liens for taxes, assessments and other governmental charges or levies    not yet due or as to which the period of grace, if any, related thereto has    not expired or which are being contested in good faith and by appropriate    proceedings if adequate reserves are maintained to the extent required by    GAAP; and

    (s) extension, renewal, replacement or refunding of any Lien existing on    the Closing Date or referred to in clauses (a) to (k) and (n) to (o) and    (q), *provided* that the principal amount of Indebtedness secured    thereby and not otherwise authorized by clauses (a) to (k) and (n) to (o)    and (q) shall not exceed the principal amount of Indebtedness, plus any    premium or fee payable in connection with any such extension, renewal,    replacement or refunding, so secured at the time of such extension, renewal,    replacement or refunding.

        Section 4.05.  *Restrictions on Sale**and Leaseback Transactions.* Except as provided in Section4.06, none of the Issuers shall, and none of the Issuers shall permit anyRestricted Subsidiary to, after the date hereof, enter into any arrangement withany Person providing for the leasing by any such Issuer or Restricted Subsidiaryof any Principal Property now owned or hereafter acquired which has been or isto be sold or transferred by such Issuer or Restricted Subsidiary to such Personwith the intention of taking back a lease of such 

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 Principal Property (a "**Saleand Leaseback Transaction**"), unless the net proceeds of such sale ortransfer have been determined by the Board of Directors to be at least equal tothe fair market value of such Principal Property or asset at the time of suchsale and transfer and either such Issuer or Restricted Subsidiary applies orcauses to be applied an amount equal to the net proceeds of such sale ortransfer, within 180 days of receipt thereof, to the retirement or prepayment(other than any mandatory retirement or prepayment, except mandatory retirementsor prepayments required as a result of such Sale and Leaseback Transaction) ofFunded Debt of any Issuer or any Restricted Subsidiary ranking senior to or paripassu with the Securities or to the purchase, construction or development ofproperty or assets to be used in the ordinary course of business, or such Issueror Restricted Subsidiary would, on the effective date of such sale or transfer,be entitled, pursuant to this Indenture, to issue, assume or guaranteeIndebtedness secured by a Lien upon such Principal Property, at least equal inamount to the Attributable Debt in respect of such Sale and LeasebackTransaction without equally and ratably securing the Securities. The foregoingrestriction shall not apply to any Sale and Leaseback Transaction (i) betweenany Issuer and Restricted Subsidiary or between Restricted Subsidiaries orbetween Issuers, *provided* that the lessor shall be an Issuer or a WhollyOwned Restricted Subsidiary, (ii) which has a lease of less than three years inlength, (iii) entered into within 180 days after the later of the purchase,construction of development of such Principal Property or assets, or thecommencement of operation of such Principal Property or (iv) involving thedistribution warehouse of Jones Apparel Group, Inc. at South Hill, Virginia.

        Section 4.06.  *Exempted Debt.*Notwithstanding Sections 4.04 and 4.05, any Issuer or Restricted Subsidiary may,in addition to amounts permitted under such covenants, create Indebtednesssecured by Liens, or enter into Sale and Leaseback Transactions, *provided*that, at the time of such transactions and after giving effect thereto, theaggregate outstanding amount of all such Indebtedness secured by Liens plusAttributable Debt resulting from such Sale and Leaseback Transactions does notexceed 20% of Consolidated Stockholders' Equity.

        Section 4.07.  *Waiver of Certain**Covenants.* Each of the Issuers may in any particular instance, be excusedfrom failing to comply with any term, provision or condition set forth inSection 4.02 or Sections 4.04 to 4.06, with respect to the Securities of anyseries if before the time for such compliance the Holders of at least a majorityin principal amount of the outstanding Securities of such series shall, by actof such Holders, either waive such compliance in such instance or generallywaive compliance with such term, provision or condition but no such waiver shallextend to or affect such term, provision or condition except to the extent soexpressly waived, and, until such waiver shall become effective, the obligationsof the Issuers, and the duties of the Trustee in respect of any such term,provision or condition shall remain in full force and effect.

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        The Issuers may, but shall not be obligated to, fix a record date for thepurpose of determining the Persons entitled to waive compliance with anycovenant or condition hereunder. If a record date is fixed, the Holders on suchrecord date, or their duly designated proxies, and only such Persons, shall beentitled to waive any such compliance, whether or not such Holders remainHolders after such record date; *provided* that unless the Holders of atleast a majority in principal amount of the outstanding Securities affectedshall have waived such compliance prior to the date which is 90 days after suchrecord date, any such waiver previously given shall automatically and withoutfurther action by any Holder be canceled and of no further effect.

        Section 4.08.  *Compliance Certificate.*The Issuers shall deliver to the Trustee within 120 days after the end of eachfiscal year of the Issuers an Officers' Certificate stating that in the courseof the performance by the signers of their duties as Officers of the Issuersthey would normally have knowledge of any Default and whether or not the signersknow of any Default that occurred during such period. If they do, thecertificate shall describe the Default, its status and what action the Issuersare taking or propose to take with respect thereto. The Issuers also shallcomply with TIA Section 314(a)(4).

        Section 4.09.  *Further Instruments**and Acts.* Each of the Issuers shall execute and deliver to theTrustee such further instruments and do such further acts as may be reasonablynecessary or proper to carry out more effectively the purpose of this Indenture.

ARTICLE 5SUCCESSOR COMPANIES

        Section 5.01.  *Merger and Consolidation.*None of the Issuers shall consolidate with or merge with or into, or convey,transfer or lease all or substantially all its assets to, any Person (other thana merger of a Restricted Subsidiary into an Issuer or another RestrictedSubsidiary or a merger of one Issuer into another), unless:

    (i) the resulting, surviving or transferee Person (the "**Successor    Company**") shall be a corporation, limited liability company,    partnership, trust or other entity organized and existing under the laws of    the United States of America, any State thereof or the District of Columbia,    and the Successor Company (if not such Issuer) shall expressly assume, by a    supplemental indenture, executed and delivered to the Trustee, in form    satisfactory to the Trustee, all the obligations of such Issuer under the    Securities and this Indenture;

    (ii) immediately after giving effect to such transaction (and treating    any Indebtedness which becomes an obligation of the Successor 

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 Company, any    other Issuer or any Restricted Subsidiary as a result of such transaction,    as having been incurred by the Successor Company or such Issuer or    Restricted Subsidiary at the time of such transaction), no Event of Default    shall have occurred and be continuing;

    (iii) such Issuer shall have delivered to the    Trustee an Officers' Certificate and an Opinion of Counsel, each stating    that such consolidation, merger or transfer and such supplemental indenture    (if any) comply with this Indenture; and

    (iv) if, as a result of any such consolidation,    merger or transfer, the Principal Property of such Issuer would become    subject to a Lien which shall not be permitted by this Indenture, such    Issuer or the Successor Company, as the case may be, shall take such steps    as shall be necessary to secure the Securities equally and ratably with (or    prior to) all Indebtedness secured thereby.

        The Successor Company shall succeed to, and be substituted for, and mayexercise every right and power of, the applicable Issuer under this Indenture,but the predecessor Issuer in the case of a lease of all or substantially all ofits assets shall not be released from the obligation to pay the principal of andinterest on the Securities.

ARTICLE 6DEFAULTS AND REMEDIES

        Section 6.01.  *Events of Default.*An "**Event of Default**" with respect to any series of Notesoccurs if:

    (1) the Issuers default in any payment of interest    or additional interest on any Security of such series when the same becomes    due and payable, and such default continues for a period of 30 days;

    (2) the Issuers default in the payment of the principal of, or premium,    if any, on any Security of such series when the same becomes due and payable    at its maturity, upon redemption, upon declaration or otherwise;

    (3) any Issuer fails to comply with Section 5.01;

    (4) any Issuer fails to comply with Section 4.02,    4.03, 4.04, 4.05 or 4.06, and such failure continues for 30 days after the    notice specified below;

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    (5) any Issuer fails to comply with any of its covenants or agreements    contained in the Securities or this Indenture (other than those referred to    in (1), (2), (3) or (4) above) and such failure continues for 60 days after    the notice specified below;

    (6) any Issuer or Restricted Subsidiary defaults    under any Indebtedness (other than the Securities of such series), whether    such Indebtedness now exists or shall hereafter be created, and such default    results in Indebtedness in excess of $25,000,000 or its foreign currency    equivalent becoming due and payable prior to the date on which it would    otherwise have become due and payable, without such Indebtedness having been    discharged or such acceleration having been rescinded or annulled within 30    days after the notice specified below;

    (7) any Issuer or Restricted Subsidiary pursuant    to or within the meaning of any Bankruptcy Law:

    (A) commences a voluntary case;

    (B) consents to the entry of an order for relief against it in an      involuntary case;

    (C) consents to the appointment of a Custodian of it or for any      substantial part of its property; or

    (D) makes a general assignment for the benefit of its creditors or      takes any comparable action under any foreign laws relating to insolvency;

    (8) a court of competent jurisdiction enters an    order or decree under any Bankruptcy Law that:

    (A) is for relief against any Issuer or Restricted Subsidiary in an      involuntary case;

    (B) appoints a Custodian of any Issuer or Restricted Subsidiary or for      any substantial part of its property; or

    (C) orders the winding up or liquidation of any Issuer or Restricted      Subsidiary or any similar relief is granted under any foreign laws and the      order or decree remains unstayed and in effect for 60 days;

    (9) any judgment or decree for the payment of    money in excess of $25,000,000 or its foreign currency equivalent at the    time, is entered against any Issuer or Restricted Subsidiary and either (A)    an enforcement proceeding has been commenced by any creditor upon such    judgment or 

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 decree or (B) there is a period of 60 days following the entry    of such judgment or decree during which such judgment or decree is not    discharged, waived or the execution thereof stayed; or

    (10) the co-obligation of any of the Issuers under this Indenture or    under any Security issued pursuant to this Indenture ceases to be in full    force and effect (except as contemplated by the terms of this Indenture).

        The foregoing shall constitute Events of Default whatever the reason for anysuch Event of Default and whether it is voluntary or involuntary or is effectedby operation of law or pursuant to any judgment, decree or order of any court orany order, rule or regulation of any administrative or governmental body.

        The term "**Bankruptcy Law**" means Title 11, United StatesCode, or any similar Federal or state law for the relief of debtors. The term"**Custodian**" means any receiver, trustee, assignee, liquidator,custodian or similar official under any Bankruptcy Law.

        A Default under clause (4), (5) or (6) above is not an Event of Default withrespect to any series until the Trustee or the Holders of at least 25% inprincipal amount of the outstanding Securities of such series notify theapplicable Issuer of the Default and such Issuer does not cure such Defaultwithin the time specified in clause (4), (5) or (6), as applicable, afterreceipt of such notice. Such notice must specify the Default, demand that it beremedied and state that such notice is a "**Notice of Default.**"

        The Issuers shall deliver to the Trustee, within 30 days after the occurrencethereof, written notice in the form of an Officers' Certificate of any Eventof Default under clause (6) and any event which with the giving of notice or thelapse of time would become an Event of Default under clause (4), (5) or (9), itsstatus and what action the Issuers are taking or proposes to take with respectthereto.

        Section 6.02.  *Acceleration.* If an Eventof Default with respect to any Securities of any series at the time outstanding(other than an Event of Default specified in Section 6.01(7) or (8) with respectto any Issuer) occurs and is continuing, the Trustee or the Holders of at least25% in principal amount of the outstanding Securities of such series by writtennotice to the Issuers (and to the Trustee, if notice is given by such Holders),may declare the principal of and accrued but unpaid interest on all theSecurities of such series to be due and payable. Upon such a declaration, suchprincipal and interest shall be due and payable immediately. If an Event ofDefault specified in Section 6.01(7) or (8) with respect to any Issuer occurs,the principal of and interest on all the Securities shall ipso facto become andbe immediately due and payable without any declaration or other act on the partof the Trustee or any Holder. The Holders of a majority in principal amount ofthe Securities of such series by notice to the 

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 Trustee may rescind anacceleration and its consequences if the rescission would not conflict with anyjudgment or decree and if all existing Events of Default in respect of suchseries have been cured or waived except nonpayment of principal or interest thathas become due solely because of acceleration. No such rescission shall affectany subsequent Default or impair any right consequent thereto.

        Section 6.03.  *Other Remedies.* Ifan Event of Default in respect of any series occurs and is continuing, theTrustee may pursue any available remedy to collect the payment of principal ofor interest on the Securities of such series or to enforce the performance ofany provision of the Securities of such series or this Indenture.

        The Trustee may institute and maintain a suit or legal proceeding even if itdoes not possess any of the Securities or does not produce any of them in theproceeding. A delay or omission by the trustee or any Securityholder inexercising any right or remedy accruing upon an Event of Default shall notimpair the right or remedy or constitute a waiver of or acquiescence in theEvent of Default. No remedy is exclusive of any other remedy. All availableremedies are cumulative.

        Section 6.04.  *Waiver of Past**Defaults.* The Holders of a majority in principal amount of the Securitiesof any series by notice to the Trustee may waive an existing Default withrespect to such series and its consequences except a Default in the payment ofthe principal of or interest on a Security of such series, a Default arisingfrom the failure to redeem or purchase any Security of such series when requiredpursuant to the terms of this Indenture or a Default in respect of a provisionthat under Section 9.02 cannot be amended without the consent of eachSecurityholder affected. When a Default is waived, it is deemed cured, but nosuch waiver shall extend to any subsequent or other Default or impair anyconsequent right.

        Section 6.05.  *Control by Majority.*With respect to Securities of any series, the Holders of a majority in principalamount of the outstanding Securities of such series may direct the time, methodand place of conducting any proceeding for any remedy available to the Trusteeor of exercising any trust or power conferred on the Trustee. However, theTrustee may refuse to follow any direction that conflicts with law or thisIndenture or, subject to Section 7.01, that the Trustee determines is undulyprejudicial to the rights of any other Holder or that would subject the Trusteeto personal liability; *provided*, *however*, that the Trustee maytake any other action deemed proper by the Trustee that is not inconsistent withsuch direction. Prior to taking any action hereunder, the Trustee shall beentitled to indemnification satisfactory to it in its sole discretion againstall losses and expenses caused by taking or not taking such action.

        Section 6.06.  *Limitation on Suits.*Except to enforce the right to receive payment of principal, premium (if any) orinterest when due, no Holder of a 

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 Security of any series may pursue any remedywith respect to this Indenture or the Securities of any such series unless:

    (1) the Holder previously gave the Trustee written notice stating that an    Event of Default with respect to such series is continuing;

    (2) the Holders of at least 25% in principal amount of the outstanding    Securities of such series make a written request to the Trustee to pursue    the remedy;

    (3) such Holder or Holders offer to the Trustee reasonable security or    indemnity satisfactory to the Trustee against any loss, liability or    expense;

    (4) the Trustee does not comply with the request within 60 days after    receipt of the request and the offer of security or indemnity; and

    (5) the Holders of a majority in principal amount of the outstanding    Securities of such series do not give the Trustee a direction inconsistent    with the request during such 60-day period.

        A Securityholder may not use this Indenture to prejudice the rights ofanother Securityholder or to obtain a preference or priority over anotherSecurityholder.

        Section 6.07.  *Rights of Holders**to Receive Payment.* Notwithstanding any other provision ofthis Indenture, the right of any Holder to receive payment of principal of andadditional interest and interest on the Securities held by such Holder, on orafter the respective due dates expressed in the Securities, or to bring suit forthe enforcement of any such payment on or after such respective dates, shall notbe impaired or affected without the consent of such Holder.

        Section 6.08.  *Collection Suit by**Trustee.* If an Event of Default specified in Section 6.01(1) or (2)occurs and is continuing, the Trustee may recover judgment in its own name andas trustee of an express trust against the Issuers for the whole amount then dueand owing (together with interest on any unpaid interest to the extent lawful)and the amounts provided for in Section 7.07.

        Section 6.09.  *Trustee May File**Proofs of Claim.* The Trustee may file such proofs of claimand other papers or documents as may be necessary or advisable in order to havethe claims of the Trustee and the Securityholders allowed in any judicialproceedings relative to any Issuer or any of its Subsidiaries, their creditorsor their property and, unless prohibited by law or applicable regulations, mayvote on behalf of the Holders in any election of a trustee in bankruptcy orother Person performing similar functions, and any Custodian in any suchjudicial proceeding is hereby authorized by each Holder to 

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 make payments to theTrustee and, in the event that the Trustee shall consent to the making of suchpayments directly to the Holders, to pay to the Trustee any amount due it forthe reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and its counsel, and any other amounts due the Trustee underSection 7.07.

        Section 6.10.  *Priorities.* If the Trusteecollects any money or property pursuant to this Article 6, it shall pay out themoney or property in the following order:

    FIRST: to the Trustee for amounts due under Section 7.07;

    SECOND: to Securityholders of each series for amounts due and unpaid on    the Securities of each series for principal and interest, ratably, and any    additional interest without preference or priority of any kind, according to    the amounts due and payable on the Securities of each series for principal,    any additional interest and interest, respectively; and

    THIRD: to the Issuers.

        The Trustee may fix a record date and payment date for any payment toSecurityholders pursuant to this Section. At least 15 days before such recorddate, the Trustee shall mail to each Securityholder and each Issuer a noticethat states the record date, the payment date and amount to be paid.

        Section 6.11.  *Undertaking for Costs.*In any suit for the enforcement of any right or remedy under this Indenture orin any suit against the Trustee for any action taken or omitted by it asTrustee, a court in its discretion may require the filing, by any party litigantin the suit, of an undertaking to pay the costs of the suit, and the court inits discretion may assess reasonable costs, including reasonable attorneys'fees, against any party litigant in the suit, having due regard to the meritsand good faith of the claims or defenses made by the party litigant. ThisSection does not apply to a suit by the Trustee, a suit by a Holder pursuant toSection 6.07 or a suit by Holders of more than 10% in principal amount of theSecurities.

        Section 6.12.  *Waiver of Stay**or Extension Laws.* None of the Issuers (to the extent itmay lawfully do so) shall at any time insist upon, plead, or in any mannerwhatsoever claim or take the benefit or advantage of~, any stay or extensionlaw, wherever enacted, now or at any time hereafter in force, which may affectthe covenants or the performance of this Indenture; and each Issuer (to theextent that it may lawfully do so) hereby expressly waives all benefit oradvantage of any such law, and shall not hinder, delay or impede the executionof any power herein granted to the Trustee, but shall suffer and permit theexecution of every such power as though no such law had been enacted.

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ARTICLE 7TRUSTEE

        Section 7.01.  *Duties of Trustee.* (a) If an Event of Default has occurred and is continuing, the Trustee shallexercise the rights and powers vested in it by this Indenture and use the samedegree of care and skill in its exercise thereof as a prudent Person wouldexercise or use under the circumstances in the conduct of such Person's ownaffairs.

        (b) Except during the continuance of an Event of Default:

    (1) the Trustee undertakes to perform such duties and only such duties as    are specifically set forth in this Indenture and no implied covenants or    obligations shall be read into this Indenture against the Trustee; and

    (2) in the absence of bad faith on its part, the Trustee may conclusively    rely, as to the truth of the statements and the correctness of the opinions    expressed therein, upon certificates or opinions furnished to the Trustee    and conforming to the requirements of this Indenture. However, the Trustee    shall examine the certificates and opinions to determine whether or not they    conform to the requirements of this Indenture (but need not confirm or    investigate the accuracy of mathematical calculations or other facts stated    therein).

        (c) The Trustee may not be relieved from liability for its own grosslynegligent action, its own grossly negligent failure to act or its own willfulmisconduct, except that:

    (1) this paragraph does not limit the effect of paragraph (b) of this    Section;

    (2) the Trustee shall not be liable for any error of judgment made in    good faith by a Trust Officer unless it is proved that the Trustee was    grossly negligent in ascertaining the pertinent facts; and

    (3) the Trustee shall not be liable with respect to any action it takes    or omits to take in good faith in accordance with a direction received by it    pursuant to Section 6.05.

        (d) Every provision of this Indenture that in any way relates to the Trusteeis subject to paragraphs (a), (b), (c) and (g) of this Section.

        (e) The Trustee shall not be liable for interest on any money received by itexcept as the Trustee may agree in writing with the Issuers.

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        (f) Money held in trust by the Trustee need not be segregated from fundsexcept to the extent required by law.

        (g) No provision of this Indenture shall require the Trustee to expend orrisk its own funds or otherwise incur financial liability in the performance ofany of its duties hereunder or in the exercise of any of its rights or powers.

        (h) Every provision of this Indenture relating to the conduct or affectingthe liability of or affording protection to the Trustee shall be subject to theprovisions of this Section and to the provisions of the TIA.

        Section 7.02.  (a) *Rights of Trustee.*The Trustee may conclusively rely on any document believed by it to be genuineand to have been signed or presented by the proper person. The Trustee need notinvestigate any fact or matter stated in the document.

        (b) Before the Trustee acts or refrains from acting, it may require anOfficers' Certificate or an Opinion of Counsel. The Trustee shall not beliable for any action it takes or omits to take in good faith in reliance on theOfficers' Certificate or Opinion of Counsel.

        (c) The Trustee may act through agents or attorneys and shall not beresponsible for the misconduct or negligence of any agent or attorney appointedwith due care.

        (d) The Trustee shall not be liable for any action it takes or omits to takein good faith which it believes to be authorized or within its rights or powers;*provided*, *however*, that the Trustee's conduct does notconstitute wilful misconduct or gross negligence.

        (e) The Trustee may consult with counsel, and the advice or opinion ofcounsel with respect to legal matters relating to this Indenture and theSecurities, shall be full and complete authorization and protection fromliability in respect to any action taken, omitted or suffered by it hereunder ingood faith and in accordance with the advice or opinion of such counsel.

        (f) The Trustee shall not be bound to make any investigation into the factsor matters stated in any resolution, certificate, statement, instrument,opinion, report, notice, request, consent, order, approval, bond, debenture,note or other paper or document.

        (g) The Trustee shall not be deemed to have notice of any Default or Event ofDefault unless a Responsible Officer of the Trustee has actual knowledge thereofor unless written notice of any event which is in fact such a default isreceived by the Trustee at the Corporate Trust Office of the Trustee, and suchnotice references the Securities and this Indenture.

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        (h) The rights, privileges, protections, immunities and benefits given to theTrustee, including, without limitation, its right to be indemnified, areextended to, and shall be enforceable by, the Trustee in each of its capacitieshereunder, and to each agent, custodian and other Person employed to acthereunder.

        Section 7.03.  *Individual Rights of**Trustee.* The Trustee, or any of its Affiliates, in its individual or anyother capacity may become the owner or pledgee of Securities and may otherwisedeal with the Issuers or their Affiliates with the same rights it would have ifit were not Trustee. Any Paying Agent, Registrar or co-paying agent may do thesame with like rights. However, the Trustee must comply with Sections 7.10 and7.11.

        Section 7.04.  *Trustee's Disclaimer.*The Trustee shall not be responsible for and makes no representation as to thevalidity or adequacy of this Indenture or the Securities, it shall not beaccountable for the Issuers use of the proceeds from the Securities, and itshall not be responsible for any statement in this Indenture, in the Securities,or in any document executed in connection with the sale of the Securities, otherthan those set forth in the Trustee's certificate of authentication.

        Section 7.05.  *Notice of Defaults.*If a Default with respect to the Securities of any series occurs and iscontinuing and if it is actually known to a Trust Officer of the Trustee, theTrustee shall mail to each Securityholder of such series notice of the Defaultwithin 90 days after it occurs. Except in the case of a Default in payment ofprincipal of, premium (if any) or interest on any Security of such series(including payments pursuant to the mandatory redemption provisions of suchSecurity, if any), the Trustee may withhold the notice if and so long as acommittee of its Trust Officers in good faith determines that withholding thenotice is in the interests of Securityholders of such series.

        Section 7.06.  *Reports by Trustee**to Holder.* As promptly as practicable after each July 31 beginningwith the July 31 following the Closing Date, and in any event prior to September30 in each year, the Trustee shall mail to each Securityholder of a series abrief report dated as of such July 31 that complies with Section 13(a) of theTIA. The Trustee shall also comply with Section 313(b) of the TIA.

        A copy of each report at the time of its mailing to Securityholders of aseries shall be filed with the SEC and each stock exchange (if any) on which theSecurities of a series are listed. The Issuers agree to notify promptly and inwriting the Trustee whenever the Securities become listed on any stock exchangeand of any delisting thereof.

        Section 7.07.  *Compensation and Indemnity.*Each of the Issuers, jointly and severally, shall pay to the Trustee from timeto time such compensation for its services as the Issuers and the Trustee shallfrom time to time agree in writing. The Trustee's compensation shall not belimited by any law on compensation of a 

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 trustee of an express trust. TheIssuers, jointly and severally, shall reimburse the Trustee upon request for allreasonable out-of- pocket expenses incurred or made by such Trustee, includingcosts of collection, in addition to the compensation for its services. Suchexpenses shall include the reasonable compensation and expenses, disbursementsand advances of the Trustee's agents, counsel, accountants and experts. EachIssuer, jointly and severally, shall indemnify the Trustee against any and allloss, liability or expense (including reasonable attorneys' fees) incurred byor in connection with the administration of this trust and the performance ofits duties hereunder, including, without limitation, costs or expenses ofdefending itself against or investigating any claim (whether asserted by anyIssuer or any Holder or any other Person) in connection with the exercise orperformance of any of its powers or duties hereunder. The Trustee shall notifythe Issuers of any claim for which it may seek indemnity promptly upon obtainingactual knowledge thereof, *provided*, *however*, that any failure soto notify the Issuers shall not relieve any Issuer of its indemnity obligationshereunder. The Issuers need not reimburse any expense or indemnify against anyloss, liability or expense incurred by an indemnified party through such party'sown wilful misconduct, gross negligence or bad faith.

        To secure the Issuers' payment obligations in this Section, the Trusteeshall have a lien prior to the Securities on all money or property held orcollected by the Trustee other than money or property held in trust to pay theprincipal of and interest and any additional interest on particular Securities.

        The Issuers' payment obligations pursuant to this Section shall survive thesatisfaction or discharge of this Indenture, any rejection or termination ofthis Indenture under any bankruptcy law or the resignation or removal of theTrustee. When the Trustee incurs expenses after the occurrence of a Defaultspecified in Section 6.01(7) or (8) with respect to any Issuer, the expenses areintended to constitute expenses of administration under the Bankruptcy Law.

        Section 7.08.  *Replacement of Trustee.*The Trustee may resign at any time with respect to the Securities of one or moreseries by so notifying the Issuers. The Holders of a majority in principalamount of the Securities of a series may remove the Trustee with respect to theSecurities of such series and may appoint a successor Trustee. The Issuers shallremove the Trustee if:

    (1) the Trustee fails to comply with Section 7.10;

    (2) the Trustee is adjudged bankrupt or insolvent;

    (3) a receiver or other public officer takes charge of the Trustee    property; or

    (4) the Trustee otherwise becomes incapable of acting.

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        If the Trustee resigns, is removed by the Issuers or by the Holders of amajority in principal amount of the Securities of one or more series and suchHolders do not reasonably promptly appoint a successor Trustee with respect tothe Securities of that or those series, or if a vacancy exists in the office ofTrustee for any reason with respect to one or more series (the Trustee in suchevent being referred to herein as the retiring Trustee), the Issuers shallpromptly appoint a successor Trustee with respect to the Securities of that orthose series.

        A successor Trustee with respect to the Securities of any series shalldeliver a written acceptance of its appointment to the retiring Trustee and tothe Issuers. Thereupon the resignation or removal of the retiring Trustee shallbecome effective, and the successor Trustee shall have all the rights, powersand duties of the Trustee under this Indenture. The successor Trustee shall maila notice of its succession to Securityholders at their last known addresses asthey appear on the Registrar's books. The retiring Trustee shall promptlytransfer all property held by it as Trustee to the successor Trustee, subject tothe lien provided for in Section 7.07.

        If a successor Trustee does not take office within 30 days after the retiringTrustee resigns or is removed, the retiring Trustee or the Holders of 10% inprincipal amount of the Securities of such series may petition any court ofcompetent jurisdiction for the appointment of a successor Trustee with respectto the Securities of such series.

        If the Trustee fails to comply with Section 7.10, any Securityholder of aseries may petition any court of competent jurisdiction for the removal of theTrustee and the appointment of a successor Trustee with respect to theSecurities of such series.

        Notwithstanding the replacement of the Trustee pursuant to this Section, theIssuers' obligations under Section 7.07 shall continue for the benefit of theretiring Trustee.

        Section 7.09.  *Successor Trustee by**Merger.* If the Trustee consolidates with, merges or converts into, ortransfers all or substantially all its corporate-trust business or assets to,another corporation or banking association, the resulting, surviving ortransferee corporation without any further act shall be the successor Trustee.

        In case at the time such successor or successors by merger, conversion orconsolidation to the Trustee shall succeed to the trusts created by thisIndenture any of the Securities shall have been authenticated but not delivered,any such successor to the Trustee may adopt the certificate of authentication ofany predecessor trustee, and deliver such Securities so authenticated; and if atthat time any of the Securities shall not have been authenticated, any suchsuccessor to the Trustee may authenticate such Securities either in the name ofany predecessor 

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 hereunder or in the name of the successor to the Trustee; and inall such cases such certificates shall have the full force which it is anywherein the Securities or in this Indenture *provided* that the certificate ofthe Trustee shall have.

        Section 7.10.  *Eligibility*, *Disqualification.*The Trustee shall at all times satisfy the requirements of TIA Section 310(a).The Trustee shall have a combined capital and surplus of at least $100,000,000as set forth in its most recent published annual report of condition. TheTrustee shall comply with TIA Section 310(b); *provided*, *however*,that there shall be excluded from the operation of TIA Section 310(b)(1) anyindenture or indentures under which other securities or certificates of interestor participation in other securities of any Issuer are outstanding if therequirements for such exclusion set forth in TIA Section 310(b)(1) are met.

        Section 7.11.  *Preferential Collection**of Claims Against Issuers.* The Trustee shall complywith TIA Section 311(a), excluding any creditor relationship listed in TIASection 311(b). A Trustee who has resigned or been removed shall be subject toTIA Section 311(a) to the extent indicated.

ARTICLE 8DISCHARGE FO INDENTURE; DEFEASANCE

        Section 8.01.  *Disclaimer of Liability**on Securities: Defeasance.*  (a) When the Issuers deliver to theTrustee all outstanding Securities of a series (other than Securities of aseries replaced pursuant to Section 2.09) for cancellation or all outstandingSecurities of a series have become due and payable, whether at maturity or as aresult of the mailing of a notice of redemption pursuant to Article 3 hereof andthe Issuers irrevocably deposit with the Trustee funds or U.S. GovernmentObligations on which payment of principal and interest when due shall besufficient to pay at maturity or upon redemption all outstanding Securities of aseries, including interest thereon to maturity or such redemption date (otherthan Securities replaced pursuant to Section 2.09), and if in either case theIssuers pay all other sums payable hereunder by the Issuers, then this Indentureshall, subject to Section 8.01(c), cease to be of further effect with respect tothe Securities of such series. The Trustee shall acknowledge satisfaction anddischarge of this Indenture on demand of the Issuers accompanied by an Officers'Certificate and an Opinion of Counsel and at the cost and expense of theIssuers.

        (b) Subject to Sections 8.01(c) and 8.02, the Issuersat any time may terminate all of their obligations under the Securities of aseries and this Indenture ("legal defeasance option") or theobligations of the Issuers under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.08 and4.09 and the operation of Section 5.01(iii), 5.01(iv), 6.01(4), 6.01(6), 6.01(7)(with respect to Restricted Subsidiaries only), 6.01(8) (with respect toRestricted Subsidiaries only) and 

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 6.01(9) ("covenant defeasanceoption"). The Issuers may exercise their legal defeasance optionnotwithstanding their prior exercise of their covenant defeasance option.

        If the Issuers exercise their legal defeasance option, payment of theSecurities of a series may not be accelerated because of an Event of Default. Ifthe Issuers exercise their covenant defeasance option, payment of the Securitiesmay not be accelerated because of an Event of Default specified in Section6.01(4), 6.01(6), 6.01(7) or 6.01(8) (with respect to Restricted Subsidiariesonly) or 6.01(9) or because of the failure of the Issuers to comply with clauses(iii) and (iv) of Section 5.01.

        Upon satisfaction of the conditions set forth herein and upon request of theIssuers, the Trustee shall acknowledge in writing the discharge of thoseobligations that the Issuers terminate.

        (c) Notwithstanding clauses (a) and (b) above, theIssuers' obligations in Sections 2.03, 2.04, 2.05, 2.07, 2.09, 2.10, 7.07,7.08 and in this Article 8 shall survive until the Securities of a series havebeen paid in full. Thereafter, the Issuers' obligations in Sections 7.07, 8.04and 8.05 shall survive.

        Section 8.02.  *Conditions to Defeasance.* (a) The Issuers may exercise their legal defeasance option only if:

    (1) the Issuers irrevocably deposit in trust with the Trustee money or    U.S. Government Obligations for the payment of principal, premium (if any)    and interest on the Securities of a series to maturity or redemption, as the    case maybe;

    (2) the Issuers deliver to the Trustee a certificate from a nationally    recognized firm of independent accountants expressing their opinion that the    payments of principal and interest when due and without reinvestment on the    deposited U.S. Government Obligations plus any deposited money without    investment shall provide cash at such times and in such amounts as shall be    sufficient to pay principal and interest when due on all the Securities of    such series to maturity or redemption, as the case may be;

    (3) 123 days pass after the deposit is made and during the 123 day period    no Default specified in Section 6.01(7) or (8) with respect to the Issuers    occurs which is continuing at the end of the period;

    (4) the deposit does not constitute a default under any other agreement    binding on any of the Issuers;

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    (5) the Issuers deliver to the Trustee an Opinion of Counsel to the    effect that the trust resulting from the deposit does not constitute, or    qualify as, a regulated investment company under the Investment Company Act    of 1940;

    (6) the Issuers shall have delivered to the Trustee an Opinion of Counsel    stating that (i) the Issuers have received from, or there has been published    by, the Internal Revenue Service, a ruling, or (ii) since the Closing Date    there has been a change in the applicable Federal income tax law, in either    case to the effect that, and based thereon such Opinion of Counsel shall    confirm that, the Securityholders shall not recognize income, gain or loss    for Federal income tax purposes as a result of such defeasance and shall be    subject to Federal income tax on the same amounts, in the same manner and at    the same times as would have been the case if such defeasance had not    occurred;

    (7) the Issuers deliver to the Trustee an Officers' Certificate and an    Opinion of Counsel, each stating that all conditions precedent to the    defeasance and discharge of the Securities of such series as contemplated by    this Article 8 have been complied with.

        Before or after a deposit, the Issuers may make arrangements satisfactory tothe Trustee for the redemption of Securities of such series at a future date inaccordance with Article 3 of this Indenture.

        (b) The Issuers may exercise their covenant defeasance option only if:

    (1) the Issuers irrevocably deposit in trust with the Trustee money or    U.S.    Government Obligations for the payment of principal, premium (if any)    and interest on the Securities to maturity or redemption, as the case may    be,

    (2) the Issuers deliver to the Trustee a certificate from a nationally    recognized firm of independent accountants expressing their opinion that the    payments of principal and interest when due and without reinvestment on the    deposited U.S. Government Obligations plus any deposited money without    investment shall provide cash at such times and in such amounts as shall be    sufficient to pay principal and interest when due on all the Securities to    maturity or redemption, as the case may be;

    (3) 123 days pass after the deposit is made and during the 123 day period    no Default specified in Section 6.01(7) or (8) with respect to the Issuers    occurs which is continuing at the end of the period;

    (4) the deposit does not constitute a default under any other agreement    binding on any of the Issuers;

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    (5) the Issuers deliver to the Trustee an Opinion of Counsel to the    effect that the trust resulting from the deposit does not constitute, or    qualify as, a regulated investment company under the Investment Company Act    of 1940;

    (6) the Issuers shall have delivered to the Trustee an Opinion of Counsel    to the effect that the Securityholders shall not recognize income, gain or    loss for Federal income tax purposes as a result of such covenant defeasance    and shall be subject to Federal income tax on the same amounts, in the same    manner and at the same times as would have been the case if such covenant    defeasance had not occurred; and

    (7) the Issuers deliver to the Trustee an Officers' Certificate and an    Opinion of Counsel, each stating that all conditions precedent to the    defeasance and discharge of the Securities as contemplated by this Article 8    have been complied with.

        Before or after a deposit, the Issuers may make arrangements satisfactory tothe Trustee for the redemption of Securities at a future date in accordance withArticle 3 of this Indenture.

        Section 8.03.  *Application of Trust**Money.* The Trustee shall hold in trust money or U.S. GovernmentObligations deposited with it pursuant to this Article 8. It shall apply thedeposited money and the money from U.S. Government Obligations through thePaying Agent and in accordance with this Indenture to the payment of principalof and interest on the Securities of the series with respect to which thedeposit was made.

        Section 8.04.  *Repayment to Issuers.*The Trustee and the Paying Agent shall promptly turn over to the Issuers uponrequest any excess money or securities held by them at any time.

        Subject to any applicable abandoned property law, the Trustee and the PayingAgent shall pay to the Issuers upon written request any money held by them forthe payment of principal or interest that remains unclaimed for two years, and,thereafter, Securityholders entitled to the money must look to the Issuers forpayment as general creditors.

        Section 8.05.  *Indemnity for Government**Obligations.* The Issuers shall pay and shall indemnify the Trusteeagainst any tax, fee or other charge imposed on or assessed against depositedU.S. Government Obligations or the principal and interest received on such U.S.Government Obligations.

        Section 8.06.  *Reinstatement.* If theTrustee or Paying Agent is unable to apply any money or U.S. GovernmentObligations in accordance with this Article 8 by reason of any legal proceedingor by reason of any order or judgment of any 

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 court or governmental authorityenjoining, restraining or otherwise prohibiting such application, the Issuers'obligations under this Indenture and the Securities of each applicable seriesshall be revived and reinstated as though no deposit had occurred pursuant tothis Article 8 until such time as the Trustee or Paying, Agent is permitted toapply all such money or U.S. Government Obligations in accordance with thisArticle 8; *provided*, *however*, that, if the Issuers have made anypayment of interest on or principal of any Securities of such series because ofthe reinstatement of their obligations hereunder, the Issuers shall besubrogated to the rights of the Holders of such Securities of such series toreceive such payment from the money or U.S. Government Obligations held by theTrustee or Paying Agent.

ARTICLE 9AMENDMENTS

        Section 9.01.  *Without Consent of**Holders.* The Issuers and the Trustee may amend this Indenture or theSecurities without notice to or consent of any Securityholder:

    (1) to cure any ambiguity, omission, defect or inconsistency;

    (2) to comply with Article 5;

    (3) to provide for uncertificated Securities in addition to or in place    of certificated Securities; *provided*, *however*, that the    uncertificated Securities are issued in registered form for purposes of    Section 163(f) of the Code or in a manner such that the uncertificated    Securities are described in Section 163(f)(2)(B) of the Code;

    (4) to add guarantees or co-obligors with respect to the Securities or to    secure the Securities;

    (5) to add to the covenants of the Issuers for the benefit of the Holder    to surrender any right or power herein conferred upon the Issuers;

    (6) to comply with any requirements of the SEC in connection with    qualifying, or maintaining the qualification of, this Indenture under the    TIA;

    (7) to make any change that does not adversely affect the rights of any    Securityholder; or

    (8) to provide for the issuance of the Exchange Securities, which shall    have terms substantially identical in all material respects to the Initial    Securities (except that the transfer restrictions contained in the Initial 

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    Securities shall be modified or eliminated, as appropriate), and which shall    be treated, together with any outstanding Initial Securities, as a single    issue of securities. After an amendment under this Section becomes    effective, the Issuers shall mail to Securityholders a notice briefly    describing such amendment. The failure to give such notice to all    Securityholders, or any defect therein, shall not impair or affect the    validity of an amendment under this Section.

        Section 9.02. *With Consent of**Holders.* The Issuers and the Trustee may amend this Indenture or theSecurities without notice to any Securityholder but with the written consent ofthe Holders of at least a majority in principal amount of the Securities thenoutstanding (including consents obtained in connection with a tender offer orexchange for the Securities). However, without the consent of eachSecurityholder of a series affected, an amendment may not:

    (1) reduce the amount of Securities of such series whose Holder consent    to an amendment;

    (2) reduce the rate of or extend the time for payment of interest or any    additional interest on any Security of such series;

    (3) reduce the principal of or extend the stated maturity of any Security    of such series;

    (4) reduce the premium payable upon the redemption of any Security of a    series or change the time at which any Security of such series may be    redeemed in accordance with Article 3;

    (5) make any Security of such series payable in money other than that    stated in the Security;

    (6) impair the right of any Holder to receive payment of principal of,    and interest or any additional interest on, such Holder's Securities on or    after the due dates therefor or to institute suit for the enforcement of any    payment on or with respect to such Holder's Securities; or

    (7) make any change in Section 6.04 or 6.07 or the second sentence of    this Section 9.02.

        It shall not be necessary for the consent of the Holders under this Sectionto approve the particular form of any proposed amendment, but it shall besufficient if such consent approves the substance thereof After an amendmentunder this Section becomes effective, the Issuers shall mail to all affectedSecurityholders a notice briefly describing such amendment. The failure to givesuch notice to all such Securityholders, or any defect therein, shall not impairor affect the validity of an amendment under this Section.

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        Section 9.03.  *Compliance with Trust**Indenture Act.* Every amendment to this Indenture or the Securitiesshall comply with the TIA as then in effect.

        Section 9.04.  *Revocation and Effect**of Consents and Waivers.* A consent to an amendmentor a waiver by a Holder of a Security shall bind the Holder and every subsequentHolder of that Security or portion of the Security that evidences the same debtas the consenting Holder's Security, even if notation of the consent or waiveris not made on the Security. However, any such Holder or subsequent Holder mayrevoke the consent or waiver as to such Holder's Security or portion of theSecurity if the Trustee receives the notice of revocation before the date theamendment or waiver becomes effective. After an amendment or waiver becomeseffective, it shall bind every Securityholder. An amendment or waiver becomeseffective once both the requisite number of consents have been received by theIssuers or the Trustee and such amendment or waiver has been executed by theIssuers and the Trustee.

        The Issuers may, but shall not be obligated to, fix a record date for thepurpose of determining the Securityholders entitled to give their consent ortake any other action described above or required or permitted to be takenpursuant to this Indenture. If a record date is fixed, then notwithstanding theimmediately preceding paragraph, those Persons who were Securityholders at suchrecord date (or their duly designated proxies), and only those Persons, shall beentitled to give such consent or to revoke any consent previously given or totake any such action, whether or not such Persons continue to be Holders aftersuch record date. No such consent shall be valid or effective for more than 120days after such record date.

        Section 9.05.  *Notation on or**Exchange of Securities.* If an amendment changes the termsof a Security, the Trustee may require the Holder of the Security to deliver itto the Trustee. The Trustee may place an appropriate notation on the Securityregarding the changed terms and return it to the Holder. Alternatively, if theIssuers or the Trustee so determines, the Issuers in exchange for the Securityshall issue and the Trustee shall authenticate a new Security that reflects thechanged terms. Failure to make the appropriate notation or to issue a newSecurity shall not affect the validity of such amendment.

        Section 9.06.  *Trustee to Sign**Amendments.* The Trustee shall sign any amendment authorized pursuant tothis Article 9 if the amendment does not adversely affect the rights, duties,liabilities or immunities of the Trustee. If it does, the Trustee may but neednot sign it. In signing such amendment the Trustee shall be entitled to receiveindemnity satisfactory to it and to receive, and (subject to Section 7.01) shallbe fully protected in relying upon, an Officers' Certificate and an Opinion ofCounsel stating that such amendment is authorized or permitted by this Indentureand that such amendment is the legal, valid and binding obligation of theIssuers enforceable against them in accordance with its

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terms, subject tocustomary exceptions, and complies with the provisions hereof (including Section9.03).

        Section 9.07.  *Payment for Consent.*Neither the Issuers nor any Affiliate of the Issuers shall, directly orindirectly, pay or cause to be paid any consideration, whether by way ofinterest, fee or otherwise, to any Holder for or as an inducement to anyconsent, waiver or amendment of any of the terms or provisions of this Indentureor the Securities unless such consideration is offered to be paid to allHolders, ratably, that so consent, waive or agree to amend in the time frame setforth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10MISCELLANEOUS

        Section 10.01.  *Trust Indenture Act**Controls.* If any provision of this Indenture limits, qualifies orconflicts with another provision which is required to be included in thisIndenture by the TIA, the required provision shall control.

        Section 10.02. *Notices. *Any notice orcommunication shall be in writing and delivered in person or mailed byfirst-class mail addressed as follows, or transmitted by facsimile transmission(confirmed by guaranteed overnight courier) to the following facsimile numbers:

if to the Issuers:

Jones Apparel Group, Inc.    1411 Broadway    New York, NY 10018    Attention of: Ira M. Dansky, Esq.    Facsimile No.: (212) 790-9988

if to the Trustee:

SunTrust Bank    25 Park Place, N.E.    24th Floor    Atlanta, Georgia 30303-2900    Attention: Corporate Trust Administration    Facsimile No.: (404) 588-7335

        The Issuers or the Trustee by notice to the other may designate additional ordifferent addresses for subsequent notices or communications.

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        Any notice or communication mailed to a Securityholder shall be mailed to theSecurityholder at the Securityholder's address as it appears on theregistration books of the Registrar and shall be sufficiently given if so mailedwithin the time prescribed.

        Failure to mail a notice or communication to a Securityholder or any defectin it shall not affect its sufficiency with respect to other Securityholders. Ifa notice or communication is mailed in the manner provided above, it is dulygiven, whether or not the addressee receives it.

        Section 10.03.  *Communication by Holders**with Other Holders.* Securityholders may communicatepursuant to TIA Section 312(b) with other Securityholders with respect to theirrights under this Indenture or the Securities. The Issuers, the Trustee, theRegistrar and anyone else shall have the protection of TIA Section 312(c).

        Section 10.04.  *Certificate and Opinion**as to Conditions Precedent.* Upon any request orapplication by any Issuer to the Trustee to take or refrain from taking anyaction under this Indenture, such Issuer shall furnish to the Trustee:

    (1) an Officers' Certificate of such Issuer in form and substance    reasonably satisfactory to the Trustee stating that, in the opinion of the    signers, all conditions precedent, if any, provided for in this Indenture    relating to the proposed action have been complied with; and

    (2) an Opinion of Counsel in form and substance reasonably satisfactory    to the Trustee stating that, in the opinion of such counsel, all such    conditions precedent have been complied with.

        Section 10.05.  *Statements Required**in Certificate or Opinion.* Each certificate oropinion with respect to compliance with a covenant or condition provided for inthis Indenture shall include:

    (1) a statement that the individual making such certificate or opinion    has read such covenant or condition;

    (2) a brief statement as to the nature and scope of the examination or    investigation upon which the statements or opinions contained in such    certificate or opinion are based;

    (3) a statement that, in the opinion of such individual, he has made such    examination or investigation as is necessary to enable him to express an    informed opinion as to whether or not such covenant or condition has been    complied with; and

    (4) a statement as to whether or not, in the opinion of such individual,    such covenant or condition has been complied with.

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        Section 10.06.  *When Securities Disregarded.*In determining whether the Holders of the required principal amount ofSecurities have concurred in any direction, waiver or consent, Securities ownedby any Issuer, or by any Person directly or indirectly controlling or controlledby or under direct or indirect common control with any Issuer shall bedisregarded and deemed not to be outstanding, except that, for the purpose ofdetermining whether the Trustee shall be protected in relying on any suchdirection, waiver or consent, only Securities which the Trustee knows are soowned shall be so disregarded. Subject to the foregoing, only Securitiesoutstanding at the time shall be considered in any such determination.

        Section 10.07.  *Rules by Trustee*,*Paying Agent and Registrar.* The Trustee may makereasonable rules for action by or a meeting of Securityholders. The Registrarand the Paying Agent may make reasonable rules for their functions.

        Section 10.08.  *Legal Holiday.* A"**Legal Holiday**" is a Saturday, Sunday or other day on whichbanking institutions in New York State are authorized or required by law toclose. If a payment date is a Legal Holiday, payment shall be made on the nextsucceeding day that is not a Legal Holiday, and no interest shall accrue for theintervening period. If a regular record date is a Legal Holiday, the record dateshall not be affected.

        Section 10.09.  *Governing Law.*THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TOAPPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OFTHE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        Section 10.10.  *No Recourse Against**Others.* A director, officer, employee or stockholder, as such, of anyIssuer shall not have any liability for any obligations of such Issuer under theSecurities or this Indenture or for any claim based on, in respect of or byreason of such obligations or their creation. By accepting a Security, eachSecurityholder shall waive and release all such liability. The waiver andrelease shall be part of the consideration for the issuance of the Securities.

        Section 10.11.  *Successors.* Allagreements of each Issuer in this Indenture and the Securities shall bind itssuccessors. All agreements of the Trustee in this Indenture shall bind itssuccessors.

        Section 10.12.  *Multiple Originals.*The parties may sign any number of copies of this Indenture. Each signed copyshall be an original, but all of them 

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 together represent the same agreement. Onesigned copy of the Indenture is enough to prove this Indenture.

        Section 10.13.  *Table of Contents:**Headings.* The table of contents, cross-reference sheet and headings ofthe Articles and Sections of this Indenture have been inserted for convenienceof reference only, are not intended to be considered a part hereof and shall notmodify or restrict any of the terms or provisions hereof.

        Section 10.14.  *Severability.* If anyprovision in this Indenture is deemed unenforceable, it shall not affect thevalidity or enforceability of any other provision set forth herein, or of theIndenture as a whole.

[Rest of page intentionally left blank]

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        IN WITNESS WHEREOF, the parties have caused this Indenture to be dulyexecuted as of the date first written above.
JONES APPAREL GROUP, INC.                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: Executive Vice        President         JONES APPAREL GROUP HOLDINGS, INC.                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: President         JONES APPAREL GROUP USA, INC.                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: Secretary         NINE WEST FOOTWEAR CORPORATION                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: Executive Vice        President                and Secretary         JONES RETAIL CORPORATION                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: Secretary         SUNTRUST BANK, as Trustee                 By:  /s/ George Hogan                Name: George Hogan                Title: Vice President         
 
 **APPENDIX A
PROVISIONS RELATING TO INITIAL SECURITIES,ADDITIONAL SECURITIES AND EXCHANGE SECURITIES**
        1. Definitions.

        1.1. *Definitions*. For the purposes of this Appendix A the followingterms shall have the meanings indicated below:

        "**Applicable Procedures**" means, with respect to any transferor transaction involving a Regulation S Global Security or beneficial interesttherein, the rules and procedures of the Depositary for such Global Security,Euroclear and Clearstream, in each case to the extent applicable to suchtransaction and as in effect from time to time.

        "**Clearstream**" means Clearstream Luxembourg or any successorsecurities clearing agency.

        "**Definitive Security**" means a certificated Initial Securityor Exchange Security (bearing the Restricted Securities Legend if the transferof such Security is restricted by applicable law) that does not include theGlobal Securities Legend.

        "**Depositary**" means The Depository Trust Company, itsnominees and respective successors.

        "**Euroclear**" means the Euroclear Clearance System or anysuccessor securities clearing agency.

        "**Global Securities Legend**" means the legend set forth underthat caption in Exhibit A to this Indenture.

        "**IAI**" means an institutional "accredited investor"as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

        "**Initial Purchasers**" means Citigroup Global Markets Inc.,J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays CapitalInc., Bear, Stearns & Co. Inc., Greenwich Capital Markets, Inc., ScotiaCapital (USA) Inc., SunTrust Capital Markets, Inc. and Wachovia Capital Markets,LLC.

        "**Purchase Agreement**" means (a) the Purchase Agreement datedNovember 17, 2004, among the Issuers and the Initial Purchasers and (b) anyother similar Purchase Agreement relating to Additional Securities.

        "**QIB**" means a "qualified institutional buyer" asdefined in Rule 144A.

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        "**Registered Exchange Offer**" means an offer by the Issuers,pursuant to a Registration Agreement, to certain Holders of a series of InitialSecurities, to issue and deliver to such Holders, in exchange for their InitialSecurities of such series, a like aggregate principal amount of ExchangeSecurities of such series registered under the Securities Act.

        "**Registration Agreement**" means any of (a) the Exchange andNote Registration Rights Agreements dated November 22, 2004, among the Issuersand the Initial Purchasers and (b) any other similar Exchange and NoteRegistration Rights Agreements relating to Additional Securities.

        "**Regulation S**" means Regulation S under the Securities Act.

        "**Regulation S Securities**" means all Initial Securitiesoffered and sold the United States in reliance on Regulation S.

        "**Restricted Period,**" with respect to any Securities of anyseries, means the period of 40 consecutive days beginning on and including thelater of (i) the day on which such Securities are first offered to Persons otherthan distributors (as defined in Regulation S under the Securities Act) inreliance on Regulation S and (ii) the Closing Date with respect to suchSecurities.

        "**Restricted Securities Legend**" means the legend set forth inSection 2.3(e).

        "**Rule 501**" means Rule 501(a)(1), (2), (3) or (7) under theSecurities Act.

        "**Rule 144A**" means Rule 144A under the Securities Act.

        "**Rule 144A Securities**" means all Initial Securities offeredand sold to QIBs in reliance on Rule 144A.

        "**Securities Act**" means the Securities Act of 1933, asamended.

        "**Securities Custodian**" means the custodian with respect to aGlobal Security (as appointed by the Depositary) or any successor thereto, whoshall initially be the Trustee.

        "**Shelf Registration Statement**" means a registrationstatement filed by the Issuers in connection with the offer and sale of InitialSecurities pursuant to the Registration Agreement.

        "**Transfer Restricted Securities**" means Definitive Securitiesand any other Securities that bear or are required to bear the RestrictedSecurities Legend.

        1.1. Other Definitions.

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 **Term:**Defined in Section:
"Agent Members"
2.1(b)
"IAI Global Securities"
2.1(a)
"Global Securities"
2.1(a)
"Regulation S Global Securities"
2.1(a)
"Rule 144A Global Securities"
2.1(a)
        2. *The Securities*.

        2.1. *Form and Dating*. The Initial Securities issued onthe date hereof shall be (i) offered and sold by the Issuers pursuant to thePurchase Agreement and (ii) resold, initially only to (A) QIBs in reliance onRule 144A and (B) Persons other than U.S. Persons (as defined in Regulation S)in reliance on Regulation S. Such Initial Securities may thereafter betransferred to, among others, QIBs, purchasers in reliance on Regulation S and,except as set forth below, IAIs in accordance with Rule 501. AdditionalSecurities offered after the date hereof may be offered and sold by the Issuersfrom time to time pursuant to one or more Purchase Agreements in accordance withapplicable law.

        (a) *Global Securities*. Rule 144A Securities shall be issuedinitially in the form of one or more permanent global Securities in definitive,fully registered form (collectively, the "**Rule 144A Global Securities**")and Regulation S Securities shall be issued initially in the form of one or moreglobal Securities (collectively, the "**Regulation S Global Securities**"),in each case without interest coupons and bearing the Global Securities Legendand Restricted Securities Legend, which shall be deposited on behalf of thepurchasers of the Securities represented thereby with the Securities Custodian,and registered in the name of the Depositary or a nominee of the Depositary,duly executed by the Issuers and authenticated by the Trustee as provided inthis Indenture. One or more global securities in definitive, fully registeredform without interest coupons and bearing the Global Securities Legend and theRestricted Securities Legend (collectively, the "**IAI Global Security**")shall also be issued on the Closing Date, deposited with the SecuritiesCustodian, and registered in the name of the Depositary or a nominee of theDepositary, duly executed by the Issuers and authenticated by the Trustee asprovided in this Indenture to accommodate transfers of beneficial interests inthe Securities to IAIs subsequent to the initial distribution. Beneficialownership interests in a Regulation S Global Security shall not be exchangeablefor interests in a Rule 144A Global Security, IAI Global Security or any otherSecurity without a Restricted Securities Legend until the expiration of theRestricted Period. Each Rule 144A Global Security, IAI Global Security andRegulation S Global Security is referred to herein as a "**Global Security**"and are collectively referred to herein as "**Global Securities.**"The aggregate principal amount of the Global Securities may from time to time beincreased or decreased by adjustments made on the records of the Trustee and theDepositary or its nominee as hereinafter provided.

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        (b) *Book-Entry Provisions*. This Section 2.1(b) shall apply onlyto a Global Security deposited with or on behalf of the Depositary.

        The Issuers shall execute and the Trustee shall, in accordance with thisSection 2.1(b) and pursuant to an order of the Issuers, authenticate and deliverinitially one or more Global Securities that (a) shall be registered in the nameof the Depositary for such Global Security or Global Securities or the nomineeof such Depositary and (b) shall be delivered by the Trustee to such Depositaryor pursuant to such Depositary's instructions or held by the Trustee asSecurities Custodian.

        Members of, or participants in, the Depositary ("**Agent Members**")shall have no rights under this Indenture with respect to any Global Securityheld on their behalf by the Depositary or by the Trustee as Securities Custodianor under such Global Security, and the Depositary may be treated by the Issuers,the Trustee and any agent of the Issuers or the Trustee as the absolute owner ofsuch Global Security for all purposes whatsoever. Notwithstanding the foregoing,nothing herein shall (x) prevent the Issuers, the Trustee or any agent of theIssuers or the Trustee from giving effect to any written certification, proxy orother authorization furnished by the Depositary or (y) impair, as between theDepositary and its Agent Members, the operation of customary practices of suchDepositary governing the exercise of the rights of a holder of a beneficialinterest in any Global Security.

        (c) *Definitive Securities*. Except as provided in Section 2.3 or2.4, owners of beneficial interests in Global Securities will not be entitled toreceive physical delivery of certificated Securities.

        2.2. *Authentication*. The Trustee shall authenticate and make availablefor delivery upon a written order of the Issuers signed by one Officer (1) 2009Original Securities for original issue on the date hereof, in an aggregateprincipal amount of $250,000,000, 2014 Original Securities for original issue onthe date hereof, in an aggregate principal amount of $250,000,000 and 2034Original Securities for original issue on the date hereof, in an aggregateprincipal amount of $250,000,000, (2) subject to the terms of this Indenture,Additional Securities in an unlimited principal amount and (3) the ExchangeSecurities for issue only in a Registered Exchange Offer pursuant to aRegistration Agreement and for a like principal amount of Initial Securitiesexchanged pursuant thereto. Such order shall specify the amount of theSecurities to be authenticated, the date on which the original issue ofSecurities is to be authenticated and whether the Securities are to be InitialSecurities or Exchange Securities. The aggregate principal amount of Securitiesoutstanding at any time is unlimited.

        2.3. *Transfer and Exchange*. (a) *Transfer and Exchangeof Definitive Securities*. When Definitive Securities are presented to theRegistrar with a request:

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    (x) to register the transfer of such Definitive Securities or

    (y) to exchange such Definitive Securities for an equal principal amount    of Definitive Securities of other authorized denominations,

        the Registrar shall register the transfer or make the exchange as requestedif its reasonable requirements for such transaction are met; *provided*, *however*,that the Definitive Securities surrendered for transfer or exchange shall be:

    (i) duly endorsed or accompanied by a written instrument of transfer in    form reasonably satisfactory to the Issuers and the Registrar, duly executed    by the Holder thereof or his attorney duly authorized in writing; and

    (ii) accompanied by the following additional information and documents,    as applicable:

    (A) if such Definitive Securities are being delivered to the        Registrar by a Holder for registration in the name of such Holder,        without transfer, a certification from such Holder to that effect (in        the form set forth on the reverse side of the Initial Security); or

    (B) if such Definitive Securities are being transferred to an Issuer,        a certification to that effect (in the form set forth on the reverse        side of the Initial Security); or

    (C) if such Definitive Securities are being transferred pursuant to        an exemption from registration in accordance with Rule 144 under the        Securities Act or in reliance upon another exemption from the        registration requirements of the Securities Act, (i) a certification to        that effect (in the form set forth on the reverse side of the Initial        Security) and (ii) if the Issuers so request, an opinion of counsel or        other evidence reasonably satisfactory to it as to the compliance with        the restrictions set forth in the legend set forth in Section 2.3(e)(i).

        (b) *Restrictions on Transfer of a Definitive**Security for a Beneficial Interest in a**Global Security*. A Definitive Security may not be exchanged for abeneficial interest in a Global Security except upon satisfaction of therequirements set forth below. Upon receipt by the Trustee of a DefinitiveSecurity, duly endorsed or accompanied by a written instrument of transfer inform reasonably satisfactory to the Issuers and the Registrar, together with:

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    (i) certification (in the form set forth on the reverse side of the    Initial Security) that such Definitive Security is being transferred (A) to    a QIB in accordance with Rule 144A, (B) to an IAI that has furnished to the    Trustee a signed letter substantially in the form of Exhibit C or Exhibit F,    as applicable, or (C) outside the United States in an offshore transaction    within the meaning of Regulation S and in compliance with Rule 904 under the    Securities Act; and

    (ii) written instructions directing the Trustee to make, or to direct the    Securities Custodian to make, an adjustment on its books and records with    respect to such Global Security to reflect an increase in the aggregate    principal amount of the Securities represented by the Global Security, such    instructions to contain information regarding the Depositary account to be    credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or directthe Securities Custodian to cause, in accordance with the standing instructionsand procedures existing between the Depositary and the Securities Custodian, theaggregate principal amount of Securities represented by the Global Security tobe increased by the aggregate principal amount of the Definitive Security to beexchanged and shall credit or cause to be credited to the account of the Personspecified in such instructions a beneficial interest in the Global Securityequal to the principal amount of the Definitive Security so canceled. If noGlobal Securities are then outstanding and the Global Security has not beenpreviously exchanged for certificated securities pursuant to Section 2.4, theIssuers shall issue and the Trustee shall authenticate, upon written order ofthe Issuers in the form of an Officers' Certificate, a new Global Security inthe appropriate principal amount.

        (c) *Transfer and Exchange of Global Securities*.(i) The transfer and exchange of Global Securities or beneficial intereststherein shall be effected through the Depositary, in accordance with thisIndenture (including applicable restrictions on transfer set forth herein, ifany) and the procedures of the Depositary therefor. A transferor of a beneficialinterest in a Global Security shall deliver to the Depository a written ordergiven in accordance with the Depositary's procedures containing informationregarding the participant account of the Depositary to be credited with abeneficial interest in such Global Security or another Global Security and suchaccount shall be credited in accordance with such order with a beneficialinterest in the applicable Global Security and the account of the Person makingthe transfer shall be debited by an amount equal to the beneficial interest inthe Global Security being transferred. Transfers by an owner of a beneficialinterest in the Rule 144A Global Security or the IAI Global Security to atransferee who takes delivery of such interest through the Regulation S GlobalSecurity, whether before or after the expiration of the Restricted Period, shallbe made only upon receipt by the Trustee of a certification in the form providedon the reverse of the Initial Securities from the transferor to the effect 

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 thatsuch transfer is being made in accordance with Regulation S or (if available)Rule 144 under the Securities Act. In the case of a transfer of a beneficialinterest in the Regulation S Global Security or the Rule 144A GlobalSecurity for an interest in the IAI Global Security, the transferee must furnisha signed letter substantially in the form of Exhibit 2 to the Trustee.

    (ii) If the proposed transfer is a transfer of a beneficial interest in    one Global Security to a beneficial interest in another Global Security, the    Securities Custodian shall reflect on its books and records the date and an    increase in the principal amount of the Global Security to which such    interest is being transferred in an amount equal to the principal amount of    the interest to be so transferred, and the Securities Custodian shall    reflect on its books and records the date and a corresponding decrease in    the principal amount of the Global Security from which such interest is    being transferred.

    (iii) Notwithstanding any other provisions of this Appendix (other than    the provisions set forth in Section 2.4), a Global Security may not be    transferred as a whole except by the Depositary to a nominee of the    Depositary or by a nominee of the Depositary to the Depositary or another    nominee of the Depositary or by the Depositary or any such nominee to a    successor Depositary or a nominee of such successor Depositary.

    (iv) In the event that a Global Security is exchanged for Definitive    Securities pursuant to Section 2.4 prior to the consummation of a    Registered Exchange Offer or the effectiveness of a Shelf Registration    Statement with respect to such Securities, such Securities may be exchanged    only in accordance with such procedures as are substantially consistent with    the provisions of this Section 2.3 (including the certification    requirements set forth on the reverse of the Initial Securities intended to    ensure that such transfers comply with Rule 144A, Regulation S or such other    applicable exemption from registration under the Securities Act, as the case    may be) and such other procedures as may from time to time be adopted by the    Issuers.

        (d) Restrictions on Transfer of Regulation S Global Security. (i)Prior to the expiration of the Restricted Period, interests in theRegulation S Global Security may only be sold, pledged or transferred inaccordance with the Applicable Procedures and only (A) to an Issuer, (B) so longas such security is eligible for resale pursuant to Rule 144A, to a Person whomthe selling holder reasonably believes is a QIB that purchases for its ownaccount or for the account of a QIB to whom notice is given that the resale,pledge or transfer is being made in reliance on Rule 144A, (C) in an offshoretransaction in accordance with Regulation S, (D) pursuant to an exemption fromregistration under the Securities Act provided by Rule 144 (if applicable) underthe Securities Act, (E) to an IAI purchasing for its own account, or for theaccount of such an IAI, in a minimum 

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 principal amount of Securities of $250,000or (F) pursuant to an effective registration statement under the Securities Act,in each case in accordance with any applicable securities laws of any state ofthe United States. Prior to the expiration of the Restricted Period, transfersby an owner of a beneficial interest in a Regulation S Global Security to atransferee who takes delivery of such interest through a Rule 144A GlobalSecurity or IAI Global Security shall be made only in accordance with ApplicableProcedures and upon receipt by the Trustee of a written certification from thetransferor of the beneficial interest in the form provided on the reverse of theInitial Security to the effect that such transfer is being made to (i) a Personwhom the transferor reasonably believes is a QIB within the meaning of Rule 144Ain a transaction meeting the requirements of Rule 144A or (ii) an IAI purchasingfor its own account, or for the account of such an IAI, in a minimum principalamount of the Securities of $250,000. Such written certification shall no longerbe required after the expiration of the Restricted Period. In the case of atransfer of a beneficial interest in a Regulation S Global Security for aninterest in an IAI Global Security, the transferee must furnish to the Trustee asigned letter substantially in the form of Exhibit C or Exhibit F, asapplicable.

    (ii) Upon the expiration of the Restricted Period, beneficial ownership    interests in a Regulation S Global Security shall be transferable in    accordance with applicable law and the other terms of this Indenture.

        (e) *Legend*. (i) Except as permitted by the following paragraphs (ii),(iii), (iv) or (vi), each Security certificate evidencing the Global Securitiesand the Definitive Securities (and all Securities issued in exchange therefor orin substitution thereof) shall bear a legend in substantially the following form(each defined term in the legend being defined as such for purposes of thelegend only):

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF    1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER    SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY BE    REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE    DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION    IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE    SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS    THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN    RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT),    (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR    TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS 

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    PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF THE    ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH ANY ISSUER OR ANY    "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT)    OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS    SECURITY) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY    APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE") EXCEPT    (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH    HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG    AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A    PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"    AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE    ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS    GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,    (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR    RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR    (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION    REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES    TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE    PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR    THEIR CONTROL, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM    THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS    LEGEND; PROVIDED THAT THE ISSUERS AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR    TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO    REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER    INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE    FOREGOING CASES, BUT ONLY IF THIS SECURITY IS NOT A GLOBAL SECURITY (AS    DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATE    OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS    COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE ISSUERS AND THE TRUSTEE.    THIS LEGEND WILL BE REMOVED 

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 UPON THE REQUEST OF THE HOLDER AFTER THE RESALE    RESTRICTION TERMINATION DATE."

        Each Security offered and sold in reliance on Regulation S under theSecurities Act shall bear the following legend:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF    1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER    SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY BE    REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE    DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION    IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE    SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS    THAT IT IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S    ("REGULATION S") UNDER THE SECURITIES ACT), (2) AGREES    NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE DATE    WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE HEREOF (THE "REGULATION    S RESTRICTED PERIOD") EXCEPT (A) TO THE ISSUERS, (B) PURSUANT    TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE    SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR    RESALE PURSUANT TO RULE 144A ("RULE 144A") UNDER THE    SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED    INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR    ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN    EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN    RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN    ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR    (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION    REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO    EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO    THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUERS AND THE TRUSTEE SHALL    HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO    CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF 

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 COUNSEL,    CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS    LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION    OF THE REGULATION S RESTRICTED PERIOD."

        Each Definitive Security shall bear the following additional legend:

"IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE    REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH    TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES    WITH THE FOREGOING RESTRICTIONS."

    (ii) Upon any sale or transfer of a Transfer Restricted Security that is    a Definitive Security, the Registrar shall permit the Holder thereof to    exchange such Transfer Restricted Security for a Definitive Security that    does not bear the legends set forth above and rescind any restriction on the    transfer of such Transfer Restricted Security if the Holder certifies in    writing to the Registrar that its request for such exchange was made in    reliance on Rule 144 (such certification to be in the form set forth on the    reverse of the Initial Security).

    (iii) After a transfer of any Initial Securities during the period of the    effectiveness of the Shelf Registration Statement with respect to such    Initial Securities, all requirements pertaining to the Restricted Securities    Legend on such Initial Securities shall cease to apply and the requirements    that any such Initial Securities be issued in global form shall continue to    apply.

    (iv) Upon the consummation of a Registered Exchange Offer with respect to    the Initial Securities pursuant to which Holders of such Initial Securities    are offered Exchange Securities in exchange for their Initial Securities,    all requirements pertaining to Initial Securities that Initial Securities be    issued in global form shall continue to apply, and Exchange Securities in    global form without the Restricted Securities Legend shall be available to    Holders that exchange such Initial Securities in such Registered Exchange    Offer.

    (v) Upon a sale or transfer after the expiration of the Restricted Period    of any Initial Security acquired pursuant to Regulation S, all requirements    that such Initial Security bear the Restricted Securities 

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 Legend shall cease    to apply and the requirement that any such Initial Security be issued in    global form shall continue to apply.

    (vi) Any Additional Securities sold in a registered offering shall not be    required to bear the Restricted Securities Legend.

        (f) *Cancellation or Adjustment of Global Security*.At such time as all beneficial interests in a Global Security have either beenexchanged for Definitive Securities, transferred, redeemed, repurchased orcanceled, such Global Security shall be returned by the Depositary to theTrustee for cancellation or retained and canceled by the Trustee. At any timeprior to such cancellation, if any beneficial interest in a Global Security isexchanged for Definitive Securities, transferred in exchange for an interest inanother Global Security, redeemed, repurchased or canceled, the principal amountof Securities represented by such Global Security shall be reduced and anadjustment shall be made on the books and records of the Trustee (if it is thenthe Securities Custodian for such Global Security) with respect to such GlobalSecurity, by the Trustee or the Securities Custodian, to reflect such reduction.

        (g) *Obligations with Respect to Transfers and**Exchanges of Securities*.

    (i) To permit registrations of transfers and exchanges, the Issuers shall    execute and the Trustee shall authenticate, Definitive Securities and Global    Securities at the Registrar's request.

    (ii) No service charge shall be made for any registration of transfer or    exchange, but the Issuers may require payment of a sum sufficient to cover    any transfer tax, assessments, or similar governmental charge payable in    connection therewith (other than any such transfer taxes, assessments or    similar governmental charge payable upon exchange or transfer pursuant to    Sections 3.06 and 9.05 of this Indenture).

    (iii) Prior to the due presentation for registration of transfer of any    Security, the Issuers, the Trustee, the Paying Agent or the Registrar may    deem and treat the Person in whose name a Security is registered as the    absolute owner of such Security for the purpose of receiving payment of    principal of and interest on such Security and for all other purposes    whatsoever, whether or not such Security is overdue, and none of the    Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by    notice to the contrary.

    (iv) All Securities issued upon any transfer or exchange pursuant to the    terms of this Indenture shall evidence the same debt and shall be entitled    to the same benefits under this Indenture as the Securities surrendered upon    such transfer or exchange.

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        (h) *No Obligation of the Trustee*. (i) TheTrustee shall have no responsibility or obligation to any beneficial owner of aGlobal Security, any Agent Member, or any other Person with respect to theaccuracy of the records of the Depositary or its nominee or of any Agent Member,with respect to any ownership interest in the Securities or with respect to thedelivery to any participant, member, beneficial owner or other Person (otherthan the Depositary) of any notice (including any notice of redemption orrepurchase) or the payment of any amount, under or with respect to suchSecurities. All notices and communications to be given to the Holders and allpayments to be made to Holders under the Securities shall be given or made onlyto the registered Holders (which shall be the Depositary or its nominee in thecase of a Global Security). The rights of beneficial owners in any GlobalSecurity shall be exercised only through the Depositary subject to theapplicable rules and procedures of the Depositary. The Trustee may rely andshall be fully protected in relying upon information furnished by the Depositarywith respect to its members, participants and any beneficial owners.

   (ii) The Trustee shall have no obligation or duty to monitor, determine    or inquire as to compliance with any restrictions on transfer imposed under    this Indenture or under applicable law with respect to any transfer of any    interest in any Security (including any transfers between or among Agent    Members or beneficial owners in any Global Security) other than to require    delivery of such certificates and other documentation or evidence as are    expressly required by, and to do so if and when expressly required by, the    terms of this Indenture, and to examine the same to determine substantial    compliance as to form with the express requirements hereof.

        2.4. *Definitive Securities*. (a) A Global Security depositedwith the Depositary or with the Trustee as Securities Custodian pursuant toSection 2.1 shall be transferred to the beneficial owners thereof in the form ofDefinitive Securities in an aggregate principal amount equal to the principalamount of such Global Security, in exchange for such Global Security, only ifsuch transfer complies with Section 2.3 and (i) the Depositary notifies theIssuers that it is unwilling or unable to continue as a Depositary for suchGlobal Security or if at any time the Depositary ceases to be a "clearingagency" registered under the Exchange Act, and a successor depositary isnot appointed by the Issuers within 90 days of such notice, or (ii) the Issuers,in their sole discretion, notify the Trustee in writing that they elect to causethe issuance of certificated Securities under this Indenture.

        (b) Any Global Security that is transferable to the beneficial owners thereofpursuant to this Section 2.4 shall be surrendered by the Depositary to theTrustee, to be so transferred, in whole or from time to time in part, withoutcharge, and the Trustee shall authenticate and deliver, upon such transfer ofeach portion of such Global Security, an equal aggregate principal amount of 

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Definitive Securities of authorized denominations. Any portion of a GlobalSecurity transferred pursuant to this Section shall be executed, authenticatedand delivered only in denominations of $1,000 and any integral multiple thereofand registered in such names as the Depositary shall direct. Any certificatedInitial Security in the form of a Definitive Security delivered in exchange foran interest in the Global Security shall, except as otherwise provided bySection 2.3(e), bear the Restricted Securities Legend.

        (c) Subject to the provisions of Section 2.4(b), the registered Holder of aGlobal Security may grant proxies and otherwise authorize any Person, includingAgent Members and Persons that may hold interests through Agent Members, to takeany action which a Holder is entitled to take under this Indenture or theSecurities.

        (d) In the event of the occurrence of any of the events specified in Section2.4(a)(i), (ii) or (iii), the Issuers will promptly make available to theTrustee a reasonable supply of Definitive Securities in fully registered formwithout interest coupons.

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**EXHIBIT A

[FORM OF FACE OF 2009 INITIAL SECURITY][Global Securities Legend]**
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGEOR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHERUSE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH ASTHE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUTNOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'SNOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TOTRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREREFERRED TO ON THE REVERSE HEREOF.

A-1
**[Restricted Securities Legend]**
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS.NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCHREGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A("RULE 144A") UNDER THE SECURITIES ACT), (2) AGREES NOT TOOFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO (X) THE DATE WHICHIS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OFTHE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THELAST DATE ON WHICH ANY ISSUER OR ANY "AFFILIATE" (AS DEFINED INRULE 144 UNDER THE SECURITIES ACT) OF ANY ISSUER WAS THE OWNER OF THISSECURITY (OR ANY PREDECESSOR OF THIS SECURITY) OR (Y) SUCH LATER DATE, IFANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTIONTERMINATION DATE") EXCEPT (A) TO THE ISSUERS (B) PURSUANT TO AREGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIESACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TORULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDINSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITSOWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASETO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ONRULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITHRULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TOANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OFSUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL,AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY ISTRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THATTHE ISSUERS AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE 

A-2

OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF ANOPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACHOF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS SECURITYIS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TOREQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDEOF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE ISSUERS ANDTHE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTERTHE RESALE RESTRICTION TERMINATION DATE.
**[Definitive Securities Legend]**
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR ANDTRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENTMAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOINGRESTRICTIONS.
** A-3
**4.250% Senior Note due 2009

No. ___ CUSIP No.                      

JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL GROUPHOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., aPennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delawarecorporation, and JONES RETAIL CORPORATION, a New Jersey corporation, promise topay to Cede & Co., or registered assigns, the principal sum of$                   (                         Dollars)on November 15, 2009.

Interest Payment Dates: May 15 and November 15.

Record Dates: May 1 and November 1.

Additional provisions of this Security are set forth on the other side ofthis Security.

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        IN WITNESS WHEREOF, the parties have caused this instrument to be dulyexecuted.
JONES APPAREL GROUP, INC.             By:  __________________              Name:               Title:        JONES APPAREL GROUP HOLDINGS, INC.             By:  __________________              Name:               Title:        JONES APPAREL GROUP USA, INC.             By:  __________________              Name:               Title:       NINE WEST FOOTWEAR CORPORATION             By:  __________________              Name:               Title:        JONES RETAIL CORPORATION             By:  __________________              Name:               Title:        
 

A-5** 
TRUSTEE'S CERTIFICATE OF AUTHENTICATION**
SUNTRUST BANK, as Trustee, certifies that this is one of the Securitiesreferred to in the Indenture.
** Dated:

By:  _____________________       Authorized Signatory

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**[FORM OF REVERSE SIDE OF 2009 INITIAL SECURITY]4.250% Senior Note due 2009**
        1. *Interest*.

        (a) JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL    GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC.,    a Pennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delaware    corporation and JONES RETAIL CORPORATION, a New Jersey corporation (such    corporations and, their successors and assigns under the Indenture are    collectively referred to herein as the "**Issuers**"), promise    to pay interest on the principal amount of this Security (a "**2009    Note**") at the rate per annum shown above. The Issuers shall pay    interest semiannually on May 15 and November 15 of each year. Interest on    the Securities shall accrue from the most recent date to which interest has    been paid or, if no interest has been paid, from November 22, 2004. Interest    shall be computed on the basis of a 360-day year of twelve 30-day months.    The Issuers shall pay interest on overdue principal at the rate borne by the    Securities, and it shall pay interest on overdue installments of interest at    the same rate to the extent lawful.

        (b) *Additional Interest*. The holder of this Security is entitled    to the benefits of an Exchange and Note Registration Rights Agreement, dated    November 22, 2004, among the Issuers and the Initial Purchasers named    therein (the "**Registration Agreement**"). Capitalized terms    used in this paragraph (b) but not defined herein have the meanings assigned    to them in the Registration Agreement. If (i) the Registered Exchange Offer    is not consummated on or prior to 210 days after the Issue Date, (ii) the    Shelf Registration Statement is not declared effective on or prior to the    later of (A) the date that is 210 days after the Issue Date and (B) 90 days    after the obligation to file such Shelf Registration Statement arises under    Section 2 of the Registration Agreement or (iii) the Shelf Registration    Statement is filed and declared effective within the period prescribed by    clause (ii) but shall thereafter cease to be effective at any time that the    Issuers are obligated to maintain the effectiveness thereof (other than (A)    as contemplated by Section 4(o) of the Registration Agreement, provided    that the period of time during which the Shelf Registration Statement is not    effective pursuant to Section 4(o) of the Registration Agreement does not    exceed either two periods of up to 45 days or 90 days in the aggregate    during any 365-day period, or (B) as required by applicable law) (each such    event referred to in clauses (i) through (iii), a "Registration    Default"), the Issuers shall be obligated to pay additional interest to    each Holder of Transfer Restricted Securities, during the period of one or    more such Registration Defaults, at a rate of 0.25% per annum for the first    90 days and 0.50% per annum thereafter, determined daily, on the principal 

A-7

    amount of the Securities constituting Transfer Restricted Securities held by    such holder until (i) the Registered Exchange Offer is consummated, (ii) the    Shelf Registration Statement is declared effective or (iii) the Shelf    Registration Statement again becomes effective, as the case may be.    Following the cure of all Registration Defaults, the accrual of additional    interest shall cease. All accrued additional interest shall be paid to    holders in the same manner as interest payments on the Securities on    semi-annual payment dates which correspond to interest payment dates for the    Securities. The Trustee shall have no responsibility with respect to the    determination of the amount of any such additional interest. As used herein,    the term "**Transfer Restricted Securities**" means (i) each    Initial Security until the date on which such Initial Security has been    exchanged for a freely transferable Exchange Security in the Registered    Exchange Offer, (ii) each Initial Security until the date on which such    Initial Security has been effectively registered under the Securities Act    and disposed of in accordance with the Shelf Registration Statement or (iii)    each Initial Security until the date on which such Initial Security is    distributed to the public pursuant to Rule 144 under the Securities Act or    is saleable pursuant to Rule 144(k) under the Securities Act.

        2. *Method of Payment*. The Issuers shall pay interest onthe Securities (except defaulted interest) to the Persons who are registeredholders of Securities at the close of business on the May 1 or November 1immediately preceding the interest payment date even if Securities are canceledafter the record date and on or before the interest payment date. Holders mustsurrender Securities to a Paying Agent to collect principal payments. TheIssuers shall pay principal, premium, additional interest and interest in moneyof the United States of America that at the time of payment is legal tender forpayment of public and private debts. Payments in respect of the Securitiesrepresented by a Global Security (including principal, premium, additionalinterest and interest) shall be made by wire transfer of immediately availablefunds to the accounts specified by The Depository Trust Company. The Issuerswill make all payments in respect of a certificated Security (includingprincipal, premium and interest), by mailing a check to the registered addressof each Holder thereof; *provided*, *however*, that payments on theSecurities may also be made, in the case of a Holder of at least $1,000,000aggregate principal amount of Securities, by wire transfer to a U.S. dollaraccount maintained by the payee with a bank in the United States if such Holderelects payment by wire transfer by giving written notice to the Trustee or thePaying Agent to such effect designating such account no later than 30 daysimmediately preceding the relevant due date for payment (or such other date asthe Trustee may accept in its discretion).

        3. *Paying Agent and Registrar*. Initially,SunTrust Bank, a national banking corporation associated under the laws of theState of Georgia (the "**Trustee**"), will act as Paying Agent andRegistrar. The Issuers may appoint and change any Paying Agent, Registrar orcoregistrar without notice. An Issuer or 

A-8

 any domestically incorporated WhollyOwned Restricted Subsidiary of an Issuer may act as Paying Agent, Registrar orcoregistrar.

        4. *Indenture*. The Issuers issued the Securities under an Indenturedated as of November 22, 2004 (the "**Indenture**") among theIssuers and the Trustee. The terms of the Securities include those stated in theIndenture and those made part of the Indenture by reference to the TrustIndenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the dateof the Indenture (the "**TIA**"). Terms defined in the Indentureand not defined herein have the meanings ascribed thereto in the Indenture. TheSecurities are subject to all terms and provisions of the Indenture, andSecurityholders are referred to the Indenture, and the TIA for a statement ofsuch terms and provisions. In the event of any conflict between the terms ofthis Security and the terms of the Indenture, the Indenture shall govern.

        The Securities are senior unsecured obligations of the Issuers. The Issuersmay issue Additional Securities of any series pursuant to the Indenture. ThisSecurity is one of the Original Securities referred to in the Indenture. TheSecurities include the Original Securities, any Additional Securities and anyExchange Securities issued in exchange for Initial Securities. With respect toeach series of Securities, the Original Securities of such series, anyAdditional Securities of such series and all Exchange Securities of such seriesare treated as a single class of securities under the Indenture. The Indentureimposes certain limitations on the ability of the Issuers and the RestrictedSubsidiaries to, among other things, create or incur Liens or enter into saleand leaseback transactions. The Indenture also imposes limitations on theability of the Issuers to convey, transfer or lease all or substantially all ofthe assets of any Issuer.

        5. *Optional Redemption*. The 2009 Notes will be redeemable as awhole or in part, at the option of the Issuers at any time or from time to time,at a redemption price equal to the greater of (i) 100% of their principal amountor (ii) the sum of the present values of the Remaining Scheduled Payments (asdefined below) discounted to the date of redemption, on a semiannual basis(assuming a 360-day year consisting of twelve 30-day months), at a rate equal tothe sum of the Treasury Rate (as defined below) and 10 basis points.

        In the case of each of clause (i) and (ii), accrued interest will be payableto the redemption date.

        "**Treasury Rate**" means, with respect to any redemption date,(a) the yield, under the heading which represents the average for theimmediately preceding week, appearing in the most recently published statisticalrelease designated "H.15(519)" or any successor publication which ispublished weekly by the Board of Governors of the Federal Reserve System andwhich establishes yields on actively traded U.S. Treasury securities adjusted toconstant maturity under the caption "Treasury Constant Maturities,"for the maturity corresponding 

A-9

 to the Comparable Treasury Issue (if no maturityis within three months before or after the remaining life (as defined in thedefinition of Comparable Treasury Issue) of the Securities, yields for the twopublished maturities most closely corresponding to the Comparable Treasury Issuewill be determined and the Treasury Rate will be interpolated or extrapolatedfrom such yields on a straight line basis, rounding to the nearest month) or (b)if such release (or any successor release) is not published during the weekpreceding the calculation date or does not contain such yields, the rate perannum equal to the semiannual equivalent yield to maturity of the ComparableTreasury Issue, calculated using a price for the Comparable Treasury Issue(expressed as a percentage of its principal amount) equal to the ComparableTreasury Price for such redemption date.

        "**Comparable Treasury Issue**" means the United States Treasurysecurity selected by an Independent Investment Banker as having a maturitycomparable to the remaining term ("**remaining life**") of theSecurities of such series to be redeemed that would be utilized, at the time ofselection and in accordance with customary financial practice, in pricing newissues of corporate debt securities of comparable maturity to the remaining termof such Securities.

        "**Comparable Treasury Price**" means, with respect to anyredemption date, (1) the average of five Reference Treasury Dealer Quotationsfor such redemption date after excluding the highest and lowest of suchReference Treasury Dealer Quotations, or (2) if the Independent InvestmentBanker obtains fewer than five such Reference Treasury Dealer Quotations, theaverage of all such quotations.

        "**Reference Treasury Dealer**" means Citigroup Global MarketsInc. and J.P. Morgan Securities Inc. and their respective successors and, at theIssuers' option, three other nationally recognized investment banking firmsthat are primary dealers of U.S. Government securities in New York City (each, a"**Primary Treasury Dealer**"). If any of the foregoing shall ceaseto be a Primary Treasury Dealer, the Issuers shall substitute therefor anotherPrimary Treasury Dealer.

        "**Reference Treasury Dealer Quotations**" means, with respectto each Reference Treasury Dealer and any redemption date, the average, asdetermined by the Independent Investment Banker, of the bid and asked prices forthe Comparable Treasury Issue (expressed in each case as a percentage of itsprincipal amount) quoted in writing to the Independent Investment Banker at 5:00p.m., New York City time, on the third business day preceding such redemptiondate.

        "**Remaining Scheduled Payments**" means, with respect to anySecurity to be redeemed, the remaining scheduled payments of principal of andinterest on such Security that would be due after the related redemption datebut for such redemption. If such redemption date is not an interest payment datewith respect 

A-10

 to such Security, the amount of the next succeeding scheduledinterest payment on such Security will be reduced by the amount of interestaccrued on such note to such redemption date.

        "**Independent Investment Banker**" means either CitigroupGlobal Markets Inc. or J.P. Morgan Securities Inc., as specified by the Issuers,or, if neither of the foregoing is willing or able to select the ComparableTreasury Issue, an independent investment banking institution of nationalstanding appointed by the Issuers.

        6. *Sinking Fund*. The Securities are not subject to any sinkingfund.

        7. *Notice of Redemption*. Notice of redemption will bemailed by first- class mail at least 30 days but not more than 60 days beforethe redemption date to each Holder of Securities to be redeemed at his or herregistered address. Securities in denominations larger than $1,000 may beredeemed in part but only in whole multiples of $1,000. If money sufficient topay the redemption price of and accrued and unpaid interest on all Securities(or portions thereof) to be redeemed on the redemption date is deposited withthe Paying Agent on or before the redemption date and certain other conditionsare satisfied, on and after such date, interest ceases to accrue on suchSecurities (or such portions thereof) called for redemption.

        8. *Denominations, Transfer, Exchange*. The Securities arein registered form without coupons in denominations of $1,000 and wholemultiples of $1,000. A Holder may transfer or exchange Securities in accordancewith the Indenture. Upon any transfer or exchange, the Registrar and the Trusteemay require a Holder, among other things, to furnish appropriate endorsements ortransfer documents and to pay any taxes required by law or permitted by theIndenture. The Registrar need not register the transfer of or exchange anySecurities selected for redemption (except, in the case of a Security to beredeemed in part, the portion of the Security not to be redeemed) or transfer orexchange any Securities for a period of 15 days prior to a selection ofSecurities to be redeemed.

        9. *Persons Deemed Owners*. The registered Holder of thisSecurity may be treated as the owner of it for all purposes.

        10. *Unclaimed Money*. If money for the payment of principal orinterest remains unclaimed for two years, the Trustee or Paying Agent shall paythe money back to the Issuers upon their written request unless an abandonedproperty law designates another Person. After any such payment, Holders entitledto the money must look only to the Issuers and not to the Trustee for payment.

        11. *Discharge and Defeasance*. Subject to certainconditions, the Issuers at any time may terminate some of or all theirobligations under the 

A-11

 Securities and the Indenture if the Issuers deposit withthe Trustee money or U.S. Government Obligations for the payment of principaland interest on the Securities to redemption or maturity, as the case may be.

        12. *Amendment, Waiver.*Subject to certain exceptions set forth in theIndenture, (i) the Indenture or the Securities may be amended without priornotice to any Securityholder but with the written consent of the Holders of amajority in aggregate principal amount of the outstanding Securities and (ii)any default or noncompliance with any provisions may be waived with the consentof the Holders of a majority in principal amount of the outstanding Securities.Subject to certain exceptions set forth in the Indenture, without the consent ofany Holder of Securities, the Issuers and the Trustee may amend the Indenture orthe Securities (i) to cure any ambiguity, omission, defect or inconsistency;(ii) to comply with Article 5 of the Indenture; (iii) to provide foruncertificated Securities in addition to or in place of certificated Securities;(iv) to add guarantees or co-obligors with respect to the Securities or tosecure the Securities; (v) to add to the covenants for the benefit of theSecurityholders or to surrender any right or power conferred upon the Issuers;(vi) to comply with the requirements of the SEC in order to effect or maintainthe qualification of the Indenture under the TIA; (vii) to make any change thatdoes not adversely affect the rights of any Securityholder; or (viii) to providefor the issuance of the Exchange Securities.

        13. *Defaults and Remedies*. If an Event of Default occurs(other than an Event of Default relating to certain events of bankruptcy,insolvency or reorganization of any Issuer) and is continuing, the Trustee orthe Holders of at least 25% in principal amount of the outstanding Securitiesmay declare the principal of and accrued but unpaid interest on all theSecurities to be due and payable. If an Event of Default relating to certainevents of bankruptcy, insolvency or reorganization of any Issuer occurs, theprincipal of and interest on all the Securities shall become immediately due andpayable without any declaration or other act on the part of the Trustee or anyHolders. Under certain circumstances, the Holders of a majority in principalamount of the outstanding Securities may rescind any such acceleration withrespect to the Securities and its consequences.

        If an Event of Default occurs and is continuing, the Trustee shall be underno obligation to exercise any of the rights or powers under the Indenture at therequest or direction of any of the Holders unless such Holders have offered tothe Trustee indemnity or security satisfactory to it against any loss, liabilityor expense. Except to enforce the right to receive payment of principal, premium(if any) or interest when due, no Holder may pursue any remedy with respect tothe Indenture or the Securities unless (i) such Holder has previously given theTrustee notice that an Event of Default is continuing, (ii) Holders of at least25% in principal amount of the outstanding Securities have requested in writingthat the Trustee pursue the remedy, (iii) such Holders have offered the Trusteereasonable 

A-12

 security or indemnity against any loss, liability or expense, (iv)the Trustee has not complied with such request within 60 days after the receiptof the request and the offer of security or indemnity and (v) the Holders of amajority in principal amount of the outstanding Securities have not given theTrustee a direction inconsistent with such request within such 60-day period.Subject to certain restrictions, the Holders of a majority in principal amountof the outstanding Securities may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or ofexercising any trust or power conferred on the Trustee. The Trustee, however,may refuse to follow any direction that conflicts with law or the Indenture orthat the Trustee determines is unduly prejudicial to the rights of any otherHolder or that would subject the Trustee to personal liability. Prior to takingany action under the Indenture, the Trustee shall be entitled to indemnificationsatisfactory to it in its sole discretion against all losses and expenses causedby taking or not taking such action.

        14. *Trustee Dealings with the Issuers*.Subject to certain limitations imposed by the TIA, the Trustee under theIndenture, in its individual or any other capacity, may become the owner orpledgee of Securities and may otherwise deal with and collect obligations owedto it by the Issuers or their Affiliates and may otherwise deal with the Issuersor their Affiliates with the same rights it would have if it were not Trustee.

        15. *No Recourse Against Others*. A director,officer, employee or stockholder, as such, of any Issuer shall not have anyliability for any obligations of such Issuer under the Securities or theIndenture or for any claim based on, in respect of or by reason of suchobligations or their creation. By accepting a Security, each Securityholderwaives and releases all such liability. The waiver and release are part of theconsideration for the issue of the Securities.

        16. *Authentication*. This Security shall not be valid until anauthorized signatory of the Trustee (or an authenticating agent) manually signsthe certificate of Authentication on the other side of this Security.

        17. *Abbreviations*. Customary abbreviations may be used in the name ofa Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorshipand not as tenants in common), CUST (=custodian), and UIG/M/A (=Uniform Gift toMinors Act).

        18. *Governing Law*. THIS SECURITY SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THATTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

A-13

        19. *CUSIP Numbers*. Pursuant to a recommendation promulgated bythe Committee on Uniform Security Identification Procedures, the Issuers havecaused CUSIP numbers to be printed on the Securities and have directed theTrustee to use CUSIP numbers in notices of redemption as a convenience toSecurityholders. No representation is made as to the accuracy of such numberseither as printed on the Securities or as contained in any notice of redemptionand reliance may be placed only on the other identification numbers placedthereon.

        The Issuers will furnish to any Holder of Securities upon written request andwithout charge to the Holder a copy of the Indenture which has in it the text ofthis Security.

A-14

** 
ASSIGNMENT FORM**
To assign this Security, fill in the form below:

I or we assign and transfer this Security to

_________________________________________________________________

(Print or type assignee's name, address and zip code)

__________________________________________________________________

(Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint _________________ agent to transfer this Security onthe books of the Issuers. The agent may substitute another to act for him.

Date: __________________

Your Signature: ___________________

Sign exactly as your name appears on the other side of this Security.

A-15
**CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OFTRANSFER RESTRICTED SECURITIES**
        This certificate relates to $______________ principal amount of Securitiesheld in (check applicable space) ______ book-entry or _______ definitive form bythe undersigned.

        The undersigned (check one box below):

        [  ] has requested the Trustee by written order to deliver in exchange for itsbeneficial interest in the Global Security held by the Depositary a Security orSecurities in definitive, registered form of authorized denominations and anaggregate principal amount equal to its beneficial interest in such GlobalSecurity (or the portion thereof indicated above);

        [  ] has requested the Trustee by written order to exchange or register thetransfer of a Security or Securities.

        In connection with any transfer of any of the Securities evidenced by thiscertificate occurring prior to the expiration of the period referred to in Rule144(k) under the Securities Act, the undersigned confirms that such Securitiesare being transferred in accordance with its terms:
**CHECK ONE BOX BELOW**
(1) [  ] to an Issuer; or

(2) [  ] pursuant to an effective registration statement under the    Securities Act of 1933; or

(3) [  ] inside the United States to a "**qualified institutional    buyer**" (as defined in Rule 144A under the Securities Act of 1933)    that purchases for its own account or for the account of a qualified    institutional buyer to whom notice is given that such transfer is being made    in reliance on Rule 144A, in each case pursuant to and in compliance with    Rule 144A under the Securities Act of 1933; or

(4) [  ] outside the United States in an offshore transaction within the    meaning of Regulation S under the Securities Act in compliance with Rule 904    under the Securities Act of 1933; or

(5) [  ] to an institutional "**accredited investor**"(as    defined in Rule 501(a)(1),(2), (3) or (7) under the Securities Act of 1933)    that has furnished to the Trustee a signed letter containing certain    representations and agreements; or

A-16

(6) [  ] pursuant to another available exemption from registration    provided by Rule 144 under the Securities Act of 1933.

        Unless one of the boxes is checked, the Trustee will refuse to register anyof the Securities evidenced by this certificate in the name of any Person otherthan the registered holder thereof, *provided*, *however*, that if box(4), (5) or (6) is checked, the Trustee may require, prior to registering anysuch transfer of the Securities, such legal opinions, certifications and otherinformation as the Issuers have reasonably requested to confirm that suchtransfer is being made pursuant to an exemption from, or in a transaction notsubject to, the registration requirements of the Securities Act of 1933.

____________________________Your Signature

Signature Guarantee:

Date: ____________ 

 ____________________________Signature of Signature Guaranteed

        Signature must be guaranteed by a participant in a recognized signatureguaranty medallion program or other signature guarantor acceptable to theTrustee
**TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.**
        The undersigned represents and warrants that it is purchasing this Securityfor its own account or an account with respect to which it exercises soleinvestment discretion and that it and any such account is a "qualifiedinstitutional buyer" within the meaning of Rule 144A under the SecuritiesAct of 1933, and is aware that the sale to it is being made in reliance on Rule144A and acknowledges that it has received such information regarding theIssuers as the undersigned has requested pursuant to Rule 144A or has determinednot to request such information and that it is aware that the transferor isrelying upon the undersigned's foregoing representations in order to claim theexemption from registration provided by Rule 144A.

Dated:                                                       Signature

NOTICE: To be executed by an executive officer

A-17

** [TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY**
        The initial principal amount of this Global Security is $                    .The following increases or decreases in this Global Security have been made:

        Date of Exchange

        Amount of decrease in Principal Amount of this Global Security

        Amount of increase in Principal Amount of this Global Security

        Principal Amount of this Global Security following such decrease or    increase

        Signature of authorized signatory of Trustee or Securities Custodian

A-18
**EXHIBIT B

[FORM OF FACE OF 2009 EXCHANGE SECURITY][Global Securities Legend]**
        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGEOR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHERUSE OF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUTNOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'SNOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TOTRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREREFERRED TO ON THE REVERSE HEREOF.

B-1** 
4.250% Senior Note due 2009

No. ___ CUSIP No.                      

        JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL GROUPHOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., aPennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delawarecorporation, and JONES RETAIL CORPORATION, a New Jersey corporation, promise topay to Cede & Co., or registered assigns, the principal sum of$                   (                         Dollars)on November 15, 2009.

        Interest Payment Dates: May 15 and November 15.

        Record Dates: May 1 and November 1.

        Additional provisions of this Security are set forth on the other side ofthis Security.

B-2

        IN WITNESS WHEREOF, the parties have caused this instrument to be dulyexecuted.
JONES APPAREL GROUP, INC.             By:  __________________              Name:               Title:        JONES APPAREL GROUP HOLDINGS, INC.             By:  __________________              Name:               Title:        JONES APPAREL GROUP USA, INC.             By:  __________________              Name:               Title:       NINE WEST FOOTWEAR CORPORATION             By:  __________________              Name:               Title:        JONES RETAIL CORPORATION             By:  __________________              Name:               Title:        
B-3
**TRUSTEE'S CERTIFICATE OF AUTHENTICATION**
SUNTRUST BANK, as Trustee, certifies that this is one of the Securitiesreferred to in the Indenture.

Dated:

By:  _______________________       Authorized Signatory

B-4
**FORM OF REVERSE SIDE OF 2009 EXCHANGE SECURITY4.250% Senior Note due 2009**
        1. *Interest*. JONES APPAREL GROUP, INC. a Pennsylvania corporation,JONES APPAREL GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUPUSA, INC., a Pennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, aDelaware corporation, and JONES RETAIL CORPORATION, a New Jersey corporation(such corporations, and their successors and assigns under the Indenture arecollectively referred to herein as the "**Issuers**"), promise topay interest on the principal amount of this Security (a "**2009 Note**")at the rate per annum shown above. The Issuers shall pay interest semiannuallyon May 15 and November 15 of each year. Interest on the Securities shall accruefrom the most recent date to which interest has been paid or, if no interest hasbeen paid, from November 22, 2004. Interest shall be computed on the basis of a360-day year of twelve 30-day months. The Issuers shall pay interest on overdueprincipal at the rate borne by the Securities, and it shall pay interest onoverdue installments of interest at the same rate to the extent lawful.

        2. *Method of Payment*. The Issuers shall pay interest onthe Securities (except defaulted interest) to the Persons who are registeredholders of Securities at the close of business on the May 1 or November 1immediately preceding the interest payment date even if Securities are canceledafter the record date and on or before the interest payment date. Holders mustsurrender Securities to a Paying Agent to collect principal payments. TheIssuers shall pay principal, premium and interest in money of the United Statesof America that at the time of payment is legal tender for payment of public andprivate debts. Payments in respect of the Securities represented by a GlobalSecurity (including principal, premium and interest) shall be made by wiretransfer of immediately available funds to the accounts specified by TheDepository Trust Company. The Issuers will make all payments in respect of acertificated Security (including principal, premium and interest), by mailing acheck to the registered address of each Holder thereof; *provided*, *however*,that payments on the Securities may also be made, in the case of a Holder of atleast $1,000,000 aggregate principal amount of Securities, by wire transfer to aU.S. dollar account maintained by the payee with a bank in the United States ifsuch Holder elects payment by wire transfer by giving written notice to theTrustee or the Paying Agent to such effect designating such account no laterthan 30 days immediately preceding the relevant due date for payment (or suchother date as the Trustee may accept in its discretion).

        3. *Paying Agent and Registrar*. Initially,SunTrust Bank, a national banking corporation associated under the laws of theState of Georgia (the "**Trustee**"), will act as Paying Agent andRegistrar. The Issuers may appoint and change any Paying Agent, Registrar orcoregistrar without notice. An Issuer or 

B-5

 any domestically incorporated WhollyOwned Restricted Subsidiary of an Issuer may act as Paying Agent, Registrar orcoregistrar.

        4. *Indenture*. The Issuers issued the Securities under an Indenturedated as of November 22, 2004 (the "**Indenture**") among theIssuers and the Trustee. The terms of the Securities include those stated in theIndenture and those made part of the Indenture by reference to the TrustIndenture Act of 1939 (15 U.S.C. 77aaa-77bbbb) as in effect on the date of theIndenture (the "**TIA**"). Terms defined in the Indenture and notdefined herein have the meanings ascribed thereto in the Indenture. TheSecurities are subject to all terms and provisions of the Indenture, andSecurityholders are referred to the Indenture and the TIA for a statement ofsuch terms and provisions. In the event of any conflict between the terms ofthis Security and the terms of the Indenture, the Indenture shall govern.

        The Securities are senior unsecured obligations of the Issuers. The Issuersmay issue Additional Securities of any series pursuant to the Indenture. TheSecurities include the Original Securities, any Additional Securities and anyExchange Securities issued in exchange for Initial Securities. With respect toeach series of Securities, the Original Securities of such series, anyAdditional Securities of such series and all Exchange Securities of such seriesare treated as a single class of securities under the Indenture. The Indentureimposes certain limitations on the ability of the Issuers and the RestrictedSubsidiaries to, among other things, create or incur Liens or enter into saleand leaseback transactions. The Indenture also imposes limitations on theability of the Issuers to convey, transfer or lease all or substantially all ofthe assets of any Issuer.

        5. *Optional Redemption*. The 2009 Notes will be redeemable as awhole or in part, at the option of the Issuers at any time or from time to time,at a redemption price equal to the greater of (i) 100% of their principal amountor (ii) the sum of the present values of the Remaining Scheduled Payments (asdefined below) discounted to the date of redemption, on a semiannual basis(assuming a 360-day year consisting of twelve 30-day months), at a rate equal tothe sum of the Treasury Rate (as defined below) and 10 basis points.

        In the case of each of clause (i) and (ii), accrued interest will be payableredemption date.

        "**Treasury Rate**" means, with respect to any redemption date,(a) the yield, under the heading which represents the average for theimmediately preceding week, appearing in the most recently published statisticalrelease designated "H.15(519)" or any successor publication which ispublished weekly by the Board of Governors of the Federal Reserve System andwhich establishes yields on actively traded U.S. Treasury securities adjusted toconstant maturity under the caption "Treasury Constant Maturities,"for the maturity corresponding to the Comparable Treasury Issue (if no maturityis within three months before or after the remaining life (as defined in thedefinition of Comparable Treasury 

B-6

 Issue) of the Securities, yields for the twopublished maturities most closely corresponding to the Comparable Treasury Issuewill be determined and the Treasury Rate will be interpolated or extrapolatedfrom such yields on a straight line basis, rounding to the nearest month) or (b)if such release (or any successor release) is not published during the weekpreceding the calculation date or does not contain such yields, the rate perannum equal to the semiannual equivalent yield to maturity of the ComparableTreasury Issue, calculated using a price for the Comparable Treasury Issue(expressed as a percentage of its principal amount) equal to the ComparableTreasury Price for such redemption date.

        "**Comparable Treasury Issue**" means the United States Treasurysecurity selected by an Independent Investment Banker as having a maturitycomparable to the remaining term ("**remaining life**") of theSecurities of such series to be redeemed that would be utilized, at the time ofselection and in accordance with customary financial practice, in pricing newissues of corporate debt securities of comparable maturity to the remaining termof such Securities.

        "**Comparable Treasury Price**" means, with respect to anyredemption date, (1) the average of five Reference Treasury Dealer Quotationsfor such redemption date after excluding the highest and lowest of suchReference Treasury Dealer Quotations, or (2) if the Independent InvestmentBanker obtains fewer than five such Reference Treasury Dealer Quotations, theaverage of all such quotations.

        "**Reference Treasury Dealer**" means Citigroup Global MarketsInc. and J.P. Morgan Securities Inc. and their respective successors and, at theIssuers' option, three other nationally recognized investment banking firmsthat are primary dealers of U.S. Government securities in New York City (each, a"**Primary Treasury Dealer**"). If any of the foregoing shall ceaseto be a Primary Treasury Dealer, the Issuers shall substitute therefor anotherPrimary Treasury Dealer.

        "**Reference Treasury Dealer Quotations**" means, with respectto each Reference Treasury Dealer and any redemption date, the average, asdetermined by the Independent Investment Banker, of the bid and asked prices forthe Comparable Treasury Issue (expressed in each case as a percentage of itsprincipal amount) quoted in writing to the Independent Investment Banker at 5:00p.m., New York City time, on the third business day preceding such redemptiondate.

        "**Remaining Scheduled Payments**" means, with respect to anySecurity to be redeemed, the remaining scheduled payments of principal of andinterest on such Security that would be due after the related redemption datebut for such redemption. If such redemption date is not an interest payment datewith respect to such Security, the amount of the next succeeding scheduledinterest payment 

B-7

 on such Security will be reduced by the amount of interestaccrued on such note to such redemption date.

        "**Independent Investment Banker**" means either CitigroupGlobal Markets Inc. or J.P. Morgan Securities Inc., as specified by the Issuers,or, if neither of the foregoing is willing or able to select the ComparableTreasury Issue, an independent investment banking institution of nationalstanding appointed by the Issuers.

        6. *Sinking Fund.* The Securities are not subject to any sinkingfund.

        7. *Notice of Redemption*. Notice of redemption will bemailed by first- class mail at least 30 days but not more than 60 days beforethe redemption date to each Holder of Securities to be redeemed at his or herregistered address. Securities in denominations larger than $1,000 may beredeemed in part but only in whole multiples of $1,000. If money sufficient topay the redemption price of and accrued and unpaid interest on all Securities(or portions thereof) to be redeemed on the redemption date is deposited withthe Paying Agent on or before the redemption date and certain other conditionsare satisfied, on and after such date interest ceases to accrue on suchSecurities (or such portions thereof) called for redemption.

        8. *Denominations, Transfer, Exchange*. The Securities arein registered form without coupons in denominations of $1,000 and wholemultiples of $1,000. A Holder may transfer or exchange Securities in accordancewith the Indenture. Upon any transfer or exchange, the Registrar and the Trusteemay require a Holder, among other things, to furnish appropriate endorsements ortransfer documents and to pay any taxes required by law or permitted by theIndenture. The Registrar need not register the transfer of or exchange anySecurities selected for redemption (except, in the case of a Security to beredeemed in part, the portion of the Security not to be redeemed) or transfer orexchange any Securities for a period of 15 days prior to a selection ofSecurities to be redeemed or 15 days before an interest payment date.

        9. *Persons Deemed Owners*. The registered Holder of thisSecurity may be treated as the owner of it for all purposes.

        10. *Unclaimed Money*. If money for the payment of principal orinterest remains unclaimed for two years, the Trustee or Paying Agent shall paythe money back to the Issuers upon their written request unless an abandonedproperty law designates another Person. After any such payment, Holders entitledto the money must look only to the Issuers and not to the Trustee for payment.

        11. *Discharge and Defeasance*. Subject to certainconditions, the Issuers at any time may terminate some of or all theirobligations under the Securities and the Indenture if the Issuers deposit withthe Trustee money or U.S. 

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 Government Obligations for the payment of principaland interest on the Securities to redemption or maturity, as the case may be.

        12. *Amendment, Waiver.* Subject to certain exceptions set forth in theIndenture, (i) the Indenture or the Securities may be amended without priornotice to any Securityholder but with the written consent of the Holders of amajority in aggregate principal amount of the outstanding Securities and (ii)any default or noncompliance with any provisions may be waived with the consentof the Holders of a majority in principal amount of the outstanding Securities.Subject to certain exceptions set forth in the Indenture, without the consent ofany Holder of Securities, the Issuers and the Trustee may amend the Indenture orthe Securities (i) to cure any ambiguity, omission, defect or inconsistency;(ii) to comply with Article 5 of the Indenture; (iii) to provide foruncertificated Securities in addition to or in place of certificated Securities;(iv) to add guarantees or co-obligors with respect to the Securities or tosecure the Securities; (v) to add to the covenants for the benefit of theSecurityholders or to surrender any right or power conferred upon the Issuers;(vi) to comply with the requirements of the SEC in order to effect or maintainthe qualification of the Indenture under the TIA; (vii) to make any change thatdoes not adversely affect the rights of any Securityholder; or (viii) to providefor the issuance of the Exchange Securities.

        13. *Defaults and Remedies*. If an Event of Default occurs(other than an Event of Default relating to certain events of bankruptcy,insolvency or reorganization of any Issuer) and is continuing, the Trustee orthe Holders of at least 25% in principal amount of the outstanding Securitiesmay declare the principal of and accrued but unpaid interest on all theSecurities to be due and payable. If an Event of Default relating to certainevents of bankruptcy, insolvency or reorganization of any Issuer occurs, theprincipal of and interest on all the Securities shall become immediately due andpayable without any declaration or other act on the part of the Trustee or anyHolders. Under certain circumstances, the Holders of a majority in principalamount of the outstanding Securities may rescind any such acceleration withrespect to the Securities and its consequences.

        If an Event of Default occurs and is continuing, the Trustee shall be underno obligation to exercise any of the rights or powers under the Indenture at therequest or direction of any of the Holders unless such Holders have offered tothe Trustee reasonable indemnity or security against any loss, liability orexpense. Except to enforce the right to receive payment of principal, premium(if any) or interest when due, no Holder may pursue any remedy with respect tothe Indenture or the Securities unless (i) such Holder has previously given theTrustee notice that an Event of Default is continuing, (ii) Holders of at least25% in principal amount of the outstanding Securities have requested in writingthat the Trustee pursue the remedy, (iii) such Holders have offered the Trusteereasonable security or indemnity against any loss, liability or expense, (iv)the Trustee has 

B-9

 not complied with such request within 60 days after the receiptof the request and the offer of security or indemnity and (v) the Holders of amajority in principal amount of the outstanding Securities have not given theTrustee a direction inconsistent with such request within such 60-day period.Subject to certain restrictions, the Holders of a majority in principal amountof the outstanding Securities may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or ofexercising any trust or power conferred on the Trustee. The Trustee, however,may refuse to follow any direction that conflicts with law or the Indenture orthat the Trustee determines is unduly prejudicial to the rights of any otherHolder or that would subject the Trustee to personal liability. Prior to takingany action under the Indenture, the Trustee shall be entitled to indemnificationsatisfactory to it in its sole discretion against all losses and expenses causedby taking or not taking such action.

        14. *Trustee Dealings with the Issuer*.Subject to certain limitations imposed by the TIA, the Trustee under theIndenture, in its individual or any other capacity, may become the owner orpledgee of Securities and may otherwise deal with and collect obligations owedto it by the Issuers or their Affiliates and may otherwise deal with the Issuersor their Affiliates with the same rights it would have if it were not Trustee.

        15. *No Recourse Against Others*. A director,officer, employee or stockholder, as such, of any Issuer shall not have anyliability for any obligations of such Issuer under the Securities or theIndenture or for any claim based on, in respect of or by reason of suchobligations or their creation. By accepting a Security, each Securityholderwaives and releases all such liability. The waiver and release are part of theconsideration for the issue of the Securities.

        16. *Authentication*. This Security shall not be valid until anauthorized signatory of the Trustee (or an authenticating agent) manually signsthe certificate of Authentication on the other side of this Security.

        17. *Abbreviations*. Customary abbreviations may be used in the name ofa Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT(= tenants by the entireties), JT TEN (= joint tenants with rights ofsurvivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

        18. *Governing Law*. THIS SECURITY SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THATTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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        19. *CUSIP Numbers*. Pursuant to a recommendation promulgated bythe Committee on Uniform Security Identification Procedures, the Issuers havecaused CUSIP numbers to be printed on the Securities and have directed theTrustee to use CUSIP numbers in notices of redemption as a convenience toSecurityholders. No representation is made as to the accuracy of such numberseither as printed on the Securities or as contained in any notice of redemptionand reliance may be placed only on the other identification numbers placedthereon.

        The Issuers will furnish to any Holder of Securities upon written request andwithout charge to the Holder a copy of the Indenture which has in it the text ofthis Security.

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**ASSIGNMENT FORM**
To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________

(Print or type assignee's name, address and zip code)

________________________________________________________________

(Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint _________________ agent to transfer this Security onthe books of the Issuers. The agent may substitute another to act for him.

Date: _________________

Your Signature: ________________

Sign exactly as your name appears on the other side of this Security.Signature must be guaranteed by a participant in a recognized signature guarantymedallion program or other signature guaranteed acceptable to the Trustee.

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**[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY**
        The initial principal amount of this Global Security is $                    .The following increases or decreases in this Global Security have been made:

        Amount of decrease in Principal Amount of this Global Security

        Amount of increase in Principal Amount of this Global Security

        Principal Amount of this Global Security following such decrease or    increase

        Signature of authorized signatory of Trustee or Securities Custodian

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**EXHIBIT C

FORM OF TRANSFEREE LETTER OF REPRESENTATIONFOR 2009 NOTES**
Ladies and Gentlemen:

        This certificate is delivered to request a transfer of $_________ principalamount of the 4.250% Senior Notes due 2009 (the "**Notes**") ofJones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones ApparelGroup USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation(the "**Issuers**").

        Upon transfer, the Securities would be registered in the name of the newbeneficial owner as follows:

        Name:________________________________

        Address:_______________________________

        Taxpayer ID Number:_____________________

        The undersigned represents and warrants to you that:

        1. We are an institutional "**accredited investor**" (as definedin Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended(the "**Securities Act**")), purchasing for our own account or forthe account of such an institutional "**accredited investor**" atleast $250,000 principal amount of the Securities, and we are acquiring theSecurities not with a view to, or offer or sale in connection with, anydistribution in violation of the Securities Act. We have such knowledge andexperience in financial and business matters as to be capable of evaluating themerits and risks of our investment in the Securities, and we invest in orpurchase securities similar to the Securities in the normal course of ourbusiness. We, and any accounts for which we are acting, are each able to bearthe economic risk of our or its investment.

        2. We understand that the Securities have not been registered under theSecurities Act and, unless so registered, may not be sold except as permitted inthe following sentence. We agree on our own behalf and on behalf of any investoraccount for which we are purchasing Securities to offer, sell or otherwisetransfer such Securities prior to the date that is two years after the later ofthe date of original issue and the last date on which an Issuer or any affiliateof an Issuer was the owner of such Securities (or any predecessor thereto) (the"**Resale Restriction Termination Date**") only (a) to an Issuer,(b) pursuant to a registration statement that has been declared effective underthe Securities Act, (c) in a transaction complying with the requirements of Rule144A under the Securities Act ("**Rule 144A**"), to a Person wereasonably believe is a qualified 

C-1

 institutional buyer under Rule 144A (a "**QIB**")that is purchasing for its own account or for the account of a QIB and to whomnotice is given that the transfer is being made in reliance on Rule 144A, (d) inan offshore transaction within the meaning of, and in compliance with,Regulation S under the Securities Act, (e) to an institutional "**accreditedinvestor**" within the meaning of Rule 501(a)(1), (2), (3) or (7) underthe Securities Act that is purchasing for its own account or for the account ofsuch an institutional "**accredited investor,**" in each case inminimum principal amount of Securities of $250,000, or (f) pursuant to any otheravailable exemption from the registration requirements of the Securities Act,subject in each of the foregoing cases to any requirement of law that thedisposition of our property or the property of such investor account or accountsbe at all times within our or their control and in compliance with anyapplicable state securities laws. The foregoing restrictions on resale will notapply subsequent to the Resale Restriction Termination Date. If any resale orother transfer of the Securities is proposed to be made pursuant to clause (e)above prior to the Resale Restriction Termination Date, the transferor shalldeliver a letter from the transferee substantially in the form of this letter tothe Issuers and the Trustee, which shall provide, among other things, that thetransferee is an institutional "**accredited investor**" within themeaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that itis acquiring such Securities for investment purposes and not for distribution inviolation of the Securities Act. Each purchaser acknowledges that the Issuersand the Trustee reserve the right prior to the offer, sale or other transferprior to the Resale Termination Date of the Securities pursuant to clause (d),(e) or (f) above to require the delivery of an opinion of counsel,certifications or other information satisfactory to the Issuers and the Trustee.

TRANSFEREE:

By:  _______________________________

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**EXHIBIT D

[FORM OF FACE OF 2014 INITIAL SECURITY][Global Securities Legend]**
        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGEOR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHERUSE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH ASTHE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUTNOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'SNOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TOTRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREREFERRED TO ON THE REVERSE HEREOF.

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**[Restricted Securities Legend]**
        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS.NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCHREGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

        BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A("RULE 144A") UNDER THE SECURITIES ACT), (2) AGREES NOT TOOFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO (X) THE DATE WHICHIS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OFTHE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THELAST DATE ON WHICH ANY ISSUER OR ANY "AFFILIATE" (AS DEFINED INRULE 144 UNDER THE SECURITIES ACT) OF ANY ISSUER WAS THE OWNER OF THISSECURITY (OR ANY PREDECESSOR OF THIS SECURITY) OR (Y) SUCH LATER DATE, IFANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTIONTERMINATION DATE") EXCEPT (A) TO THE ISSUERS, (B) PURSUANT TO AREGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIESACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TORULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDINSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITSOWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASETO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ONRULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITHRULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TOANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OFSUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL,AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY ISTRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THATTHE ISSUERS AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALEOR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF ANOPINION OF COUNSEL, CERTIFICATION AND/OR 

D-2

 OTHER INFORMATION SATISFACTORY TO EACHOF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS SECURITYIS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TOREQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDEOF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE ISSUERS ANDTHE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTERTHE RESALE RESTRICTION TERMINATION DATE.
**[Definitive Securities Legend]**
        IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR ANDTRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENTMAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOINGRESTRICTIONS.

D-3
**5.125% Senior Note due 2014

No. ___ CUSIP No.                      

        JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL GROUPHOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., aPennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delawarecorporation, and JONES RETAIL CORPORATION, a New Jersey corporation, promise topay to Cede & Co., or registered assigns, the principal sum of$                   (                         Dollars)on November 15, 2014.

        Interest Payment Dates: May 15 and November 15.

        Record Dates: May 1 and November 1.

        Additional provisions of this Security are set forth on the other side ofthis Security.

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        IN WITNESS WHEREOF, the parties have caused this instrument to be dulyexecuted. 
**JONES APPAREL GROUP, INC.             By:  __________________              Name:               Title:        JONES APPAREL GROUP HOLDINGS, INC.             By:  __________________              Name:               Title:        JONES APPAREL GROUP USA, INC.             By:  __________________              Name:               Title:       NINE WEST FOOTWEAR CORPORATION             By:  __________________              Name:               Title:        JONES RETAIL CORPORATION             By:  __________________              Name:               Title:        **
D-5
**TRUSTEE'S CERTIFICATE OF AUTHENTICATION**
        SUNTRUST BANK, as Trustee, certifies that this is one of the Securitiesreferred to in the Indenture.

Dated:

By:  _________________________       Authorized Signatory

D-6
**[FORM OF REVERSE SIDE OF INITIAL SECURITY]5.125% Senior Note due 2014**
        1. *Interest.
    (a) JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL  GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., a  Pennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delaware  corporation and JONES RETAIL CORPORATION, a New Jersey corporation (such  corporations and their successors and assigns under the Indenture are  collectively referred to herein as the "**Issuers**"), promise to  pay interest on the principal amount of this Security (a "**2014 Note**")  at the rate per annum shown above. The Issuers shall pay interest semiannually  on May 15 and November 15 of each year. Interest on the Securities shall  accrue from the most recent date to which interest has been paid or, if no  interest has been paid, from November 22, 2004. Interest shall be computed on  the basis of a 360-day year of twelve 30-day months. The Issuers shall pay  interest on overdue principal at the rate borne by the Securities, and it  shall pay interest on overdue installments of interest at the same rate to the  extent lawful.

    (b) *Additional Interest.* The holder of this Security is entitled to  the benefits of an Exchange and Note Registration Rights Agreement, dated  November 22, 2004, among the Issuers and the Initial Purchasers named therein  (the "**Registration Agreement**"). Capitalized terms used in  this paragraph (b) but not defined herein have the meanings assigned to them  in the Registration Agreement. If (i) the Registered Exchange Offer is not  consummated on or prior to 210 days after the Issue Date, (ii) the Shelf  Registration Statement is not declared effective on or prior to the later of  (A) the date that is 210 days after the Issue Date and (B) 90 days after the  obligation to file such Shelf Registration Statement arises under Section 2 of  the Registration Agreement or (iii) the Shelf Registration Statement is filed  and declared effective within the period prescribed by clause (ii) but shall  thereafter cease to be effective at any time that the Issuers are obligated to  maintain the effectiveness thereof (other than (A) as contemplated by Section  4(o) of the Registration Agreement, provided that the period of time  during which the Shelf Registration Statement is not effective pursuant to  Section 4(o) of the Registration Agreement does not exceed either two periods  of up to 45 days or 90 days in the aggregate during any 365-day period, or (B)  as required by applicable law) (each such event referred to in clauses (i)  through (iii), a "Registration Default"), the Issuers shall be  obligated to pay additional interest to each Holder of Transfer Restricted  Securities, during the period of one or more such Registration Defaults, at a  rate of 0.25% per annum for the first 90 days and 0.50% per annum thereafter,  determined daily, on the principal 

D-7

 amount of the Securities constituting  Transfer Restricted Securities held by such holder until (i) the Registered  Exchange Offer is consummated, (ii) the Shelf Registration Statement is  declared effective or (iii) the Shelf Registration Statement again becomes  effective, as the case may be. Following the cure of all Registration  Defaults, the accrual of additional interest shall cease. All accrued  additional interest shall be paid to holders in the same manner as interest  payments on the Securities on semi-annual payment dates which correspond to  interest payment dates for the Securities. The Trustee shall have no  responsibility with respect to the determination of the amount of any such  additional interest. As used herein, the term "**Transfer Restricted  Securities**" means (i) each Initial Security until the date on which  such Initial Security has been exchanged for a freely transferable Exchange  Security in the Registered Exchange Offer, (ii) each Initial Security until  the date on which such Initial Security has been effectively registered under  the Securities Act and disposed of in accordance with the Shelf Registration  Statement or (iii) each Initial Security until the date on which such Initial  Security is distributed to the public pursuant to Rule 144 under the  Securities Act or is saleable pursuant to Rule 144(k) under the Securities  Act.

        2. *Method of Payment*. The Issuers shall pay interest onthe Securities (except defaulted interest) to the Persons who are registeredholders of Securities at the close of business on the May 1 or November 1immediately preceding the interest payment date even if Securities are canceledafter the record date and on or before the interest payment date. Holders mustsurrender Securities to a Paying Agent to collect principal payments. TheIssuers shall pay principal, premium, additional interest and interest in moneyof the United States of America that at the time of payment is legal tender forpayment of public and private debts. Payments in respect of the Securitiesrepresented by a Global Security (including principal, premium, additionalinterest and interest) shall be made by wire transfer of immediately availablefunds to the accounts specified by The Depository Trust Company. The Issuerswill make all payments in respect of a certificated Security (includingprincipal, premium and interest), by mailing a check to the registered addressof each Holder thereof; *provided*, *however*, that payments on theSecurities may also be made, in the case of a Holder of at least $1,000,000aggregate principal amount of Securities, by wire transfer to a U.S. dollaraccount maintained by the payee with a bank in the United States if such Holderelects payment by wire transfer by giving written notice to the Trustee or thePaying Agent to such effect designating such account no later than 30 daysimmediately preceding the relevant due date for payment (or such other date asthe Trustee may accept in its discretion).

        3. *Paying Agent and Registrar*. Initially,SunTrust Bank, a national banking corporation associated under the laws of theState of Georgia (the "**Trustee**"), will act as Paying Agent andRegistrar. The Issuers may appoint and change any Paying Agent, Registrar orcoregistrar without notice. An Issuer or 

D-8

 any domestically incorporated WhollyOwned Restricted Subsidiary of an Issuer may act as Paying Agent, Registrar orcoregistrar.

        4. *Indenture*. The Issuers issued the Securities under an Indenturedated as of November 22, 2004 (the "**Indenture**") among theIssuers and the Trustee. The terms of the Securities include those stated in theIndenture and those made part of the Indenture by reference to the TrustIndenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the dateof the Indenture (the "**TIA**"). Terms defined in the Indentureand not defined herein have the meanings ascribed thereto in the Indenture. TheSecurities are subject to all terms and provisions of the Indenture, andSecurityholders are referred to the Indenture, and the TIA for a statement ofsuch terms and provisions. In the event of any conflict between the terms ofthis Security and the terms of the Indenture, the Indenture shall govern.

        The Securities are senior unsecured obligations of the Issuers. The Issuersmay issue Additional Securities of any series pursuant to the Indenture. ThisSecurity is one of the Original Securities referred to in the Indenture. TheSecurities include the Original Securities, any Additional Securities and anyExchange Securities issued in exchange for Initial Securities. With respect toeach series of Securities, the Original Securities of such series, anyAdditional Securities of such series and all Exchange Securities of such seriesare treated as a single class of securities under the Indenture. The Indentureimposes certain limitations on the ability of the Issuers and the RestrictedSubsidiaries to, among other things, create or incur Liens or enter into saleand leaseback transactions. The Indenture also imposes limitations on theability of the Issuers to convey, transfer or lease all or substantially all ofthe assets of any Issuer.

        5. *Optional Redemption*. The 2014 Notes will be redeemable as awhole or in part, at the option of the Issuers at any time or from time to time,at a redemption price equal to the greater of (i) 100% of their principal amountor (ii) the sum of the present values of the Remaining Scheduled Payments (asdefined below) discounted to the date of redemption, on a semiannual basis(assuming a 360-day year consisting of twelve 30-day months), at a rate equal tothe sum of the Treasury Rate (as defined below) and 15 basis points.

        In the case of each of clause (i) and (ii), accrued interest will be payableto the redemption date.

        "**Treasury Rate**" means, with respect to any redemption date,(a) the yield, under the heading which represents the average for theimmediately preceding week, appearing in the most recently published statisticalrelease designated "H.15(519)" or any successor publication which ispublished weekly by the Board of Governors of the Federal Reserve System andwhich establishes yields on actively traded U.S. Treasury securities adjusted toconstant maturity under the caption "Treasury Constant Maturities,"for the maturity corresponding 

D-9

 to the Comparable Treasury Issue (if no maturityis within three months before or after the remaining life (as defined in thedefinition of Comparable Treasury Issue) of the Securities, yields for the twopublished maturities most closely corresponding to the Comparable Treasury Issuewill be determined and the Treasury Rate will be interpolated or extrapolatedfrom such yields on a straight line basis, rounding to the nearest month) or (b)if such release (or any successor release) is not published during the weekpreceding the calculation date or does not contain such yields, the rate perannum equal to the semiannual equivalent yield to maturity of the ComparableTreasury Issue, calculated using a price for the Comparable Treasury Issue(expressed as a percentage of its principal amount) equal to the ComparableTreasury Price for such redemption date.

        "**Comparable Treasury Issue**" means the United States Treasurysecurity selected by an Independent Investment Banker as having a maturitycomparable to the remaining term ("**remaining life**") of theSecurities of such series to be redeemed that would be utilized, at the time ofselection and in accordance with customary financial practice, in pricing newissues of corporate debt securities of comparable maturity to the remaining termof such Securities.

        "**Comparable Treasury Price**" means, with respect to anyredemption date, (1) the average of five Reference Treasury Dealer Quotationsfor such redemption date after excluding the highest and lowest of suchReference Treasury Dealer Quotations, or (2) if the Independent InvestmentBanker obtains fewer than five such Reference Treasury Dealer Quotations, theaverage of all such quotations.

        "**Reference Treasury Dealer**" means Citigroup Global MarketsInc. and J.P. Morgan Securities Inc. and their respective successors and, at theIssuers' option, three other nationally recognized investment banking firmsthat are primary dealers of U.S. Government securities in New York City (each, a"**Primary Treasury Dealer**"). If any of the foregoing shall ceaseto be a Primary Treasury Dealer, the Issuers shall substitute therefor anotherPrimary Treasury Dealer.

        "**Reference Treasury Dealer Quotations**" means, with respectto each Reference Treasury Dealer and any redemption date, the average, asdetermined by the Independent Investment Banker, of the bid and asked prices forthe Comparable Treasury Issue (expressed in each case as a percentage of itsprincipal amount) quoted in writing to the Independent Investment Banker at 5:00p.m., New York City time, on the third business day preceding such redemptiondate.

        "**Remaining Scheduled Payments**" means, with respect to anySecurity to be redeemed, the remaining scheduled payments of principal of andinterest on such Security that would be due after the related redemption datebut for such redemption. If such redemption date is not an interest payment datewith respect 

D-10

 to such Security, the amount of the next succeeding scheduledinterest payment on such Security will be reduced by the amount of interestaccrued on such note to such redemption date.

        "**Independent Investment Banker**" means either CitigroupGlobal Markets Inc. or J.P. Morgan Securities Inc., as specified by the Issuers,or, if neither of the foregoing is willing or able to select the ComparableTreasury Issue, an independent investment banking institution of nationalstanding appointed by the Issuers.

        6. *Sinking Fund*. The Securities are not subject to any sinkingfund.

        7. *Notice of Redemption*. Notice of redemption will bemailed by first- class mail at least 30 days but not more than 60 days beforethe redemption date to each Holder of Securities to be redeemed at his or herregistered address. Securities in denominations larger than $1,000 may beredeemed in part but only in whole multiples of $1,000. If money sufficient topay the redemption price of and accrued and unpaid interest on all Securities(or portions thereof) to be redeemed on the redemption date is deposited withthe Paying Agent on or before the redemption date and certain other conditionsare satisfied, on and after such date, interest ceases to accrue on suchSecurities (or such portions thereof) called for redemption.

        8. *Denominations, Transfer*, *Exchange*. The Securities arein registered form without coupons in denominations of $1,000 and wholemultiples of $1,000. A Holder may transfer or exchange Securities in accordancewith the Indenture. Upon any transfer or exchange, the Registrar and the Trusteemay require a Holder, among other things, to furnish appropriate endorsements ortransfer documents and to pay any taxes required by law or permitted by theIndenture. The Registrar need not register the transfer of or exchange anySecurities selected for redemption (except, in the case of a Security to beredeemed in part, the portion of the Security not to be redeemed) or transfer orexchange any Securities for a period of 15 days prior to a selection ofSecurities to be redeemed.

        9. *Persons Deemed Owners*. The registered Holder of thisSecurity may be treated as the owner of it for all purposes.

        10. *Unclaimed Money*. If money for the payment of principal orinterest remains unclaimed for two years, the Trustee or Paying Agent shall paythe money back to the Issuers upon their written request unless an abandonedproperty law designates another Person. After any such payment, Holders entitledto the money must look only to the Issuers and not to the Trustee for payment.

        11. *Discharge and Defeasance*. Subject to certainconditions, the Issuers at any time may terminate some of or all theirobligations under the 

D-11

 Securities and the Indenture if the Issuers deposit withthe Trustee money or U.S. Government Obligations for the payment of principaland interest on the Securities to redemption or maturity, as the case may be.

        12. *Amendment*, *Waiver*. Subject to certain exceptions set forthin the Indenture, (i) the Indenture or the Securities may be amended withoutprior notice to any Securityholder but with the written consent of the Holdersof a majority in aggregate principal amount of the outstanding Securities and(ii) any default or noncompliance with any provisions may be waived with theconsent of the Holders of a majority in principal amount of the outstandingSecurities. Subject to certain exceptions set forth in the Indenture, withoutthe consent of any Holder of Securities, the Issuers and the Trustee may amendthe Indenture or the Securities (i) to cure any ambiguity, omission, defect orinconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to providefor uncertificated Securities in addition to or in place of certificatedSecurities; (iv) to add guarantees or co-obligors with respect to the Securitiesor to secure the Securities; (v) to add to the covenants for the benefit of theSecurityholders or to surrender any right or power conferred upon the Issuers;(vi) to comply with the requirements of the SEC in order to effect or maintainthe qualification of the Indenture under the TIA; (vii) to make any change thatdoes not adversely affect the rights of any Securityholder; or (viii) to providefor the issuance of the Exchange Securities.

        13. *Defaults and Remedies*. If an Event of Default occurs(other than an Event of Default relating to certain events of bankruptcy,insolvency or reorganization of any Issuer) and is continuing, the Trustee orthe Holders of at least 25% in principal amount of the outstanding Securitiesmay declare the principal of and accrued but unpaid interest on all theSecurities to be due and payable. If an Event of Default relating to certainevents of bankruptcy, insolvency or reorganization of any Issuer occurs, theprincipal of and interest on all the Securities shall become immediately due andpayable without any declaration or other act on the part of the Trustee or anyHolders. Under certain circumstances, the Holders of a majority in principalamount of the outstanding Securities may rescind any such acceleration withrespect to the Securities and its consequences.

        If an Event of Default occurs and is continuing, the Trustee shall be underno obligation to exercise any of the rights or powers under the Indenture at therequest or direction of any of the Holders unless such Holders have offered tothe Trustee indemnity or security satisfactory to it against any loss, liabilityor expense. Except to enforce the right to receive payment of principal, premium(if any) or interest when due, no Holder may pursue any remedy with respect tothe Indenture or the Securities unless (i) such Holder has previously given theTrustee notice that an Event of Default is continuing, (ii) Holders of at least25% in principal amount of the outstanding Securities have requested in writingthat the Trustee pursue the remedy, (iii) such Holders have offered the Trusteereasonable 

D-12

 security or indemnity against any loss, liability or expense, (iv)the Trustee has not complied with such request within 60 days after the receiptof the request and the offer of security or indemnity and (v) the Holders of amajority in principal amount of the outstanding Securities have not given theTrustee a direction inconsistent with such request within such 60-day period.Subject to certain restrictions, the Holders of a majority in principal amountof the outstanding Securities may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or ofexercising any trust or power conferred on the Trustee. The Trustee, however,may refuse to follow any direction that conflicts with law or the Indenture orthat the Trustee determines is unduly prejudicial to the rights of any otherHolder or that would subject the Trustee to personal liability. Prior to takingany action under the Indenture, the Trustee shall be entitled to indemnificationsatisfactory to it in its sole discretion against all losses and expenses causedby taking or not taking such action.

        14. *Trustee Dealings with the Issuers*.Subject to certain limitations imposed by the TIA, the Trustee under theIndenture, in its individual or any other capacity, may become the owner orpledgee of Securities and may otherwise deal with and collect obligations owedto it by the Issuers or their Affiliates and may otherwise deal with the Issuersor their Affiliates with the same rights it would have if it were not Trustee.

        15. *No Recourse Against Others*. A director,officer, employee or stockholder, as such, of any Issuer shall not have anyliability for any obligations of such Issuer under the Securities or theIndenture or for any claim based on, in respect of or by reason of suchobligations or their creation. By accepting a Security, each Securityholderwaives and releases all such liability. The waiver and release are part of theconsideration for the issue of the Securities.

        16. *Authentication*. This Security shall not be valid until anauthorized signatory of the Trustee (or an authenticating agent) manually signsthe certificate of Authentication on the other side of this Security.

        17. *Abbreviations*. Customary abbreviations may be used in the name ofa Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT(= tenants by the entireties), JT TEN (= joint tenants with rights ofsurvivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

        18. *Governing Law*. THIS SECURITY SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THATTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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        19. *CUSIP Numbers.* Pursuant to a recommendation promulgated bythe Committee on Uniform Security Identification Procedures, the Issuers havecaused CUSIP numbers to be printed on the Securities and have directed theTrustee to use CUSIP numbers in notices of redemption as a convenience toSecurityholders. No representation is made as to the accuracy of such numberseither as printed on the Securities or as contained in any notice of redemptionand reliance may be placed only on the other identification numbers placedthereon.

        The Issuers will furnish to any Holder of Securities upon written request andwithout charge to the Holder a copy of the Indenture which has in it the text ofthis Security.

D-14
**ASSIGNMENT FORM**
        To assign this Security, fill in the form below:

        I or we assign and transfer this Security to

        (Print or type assignee's name, address and zip code)

        (Insert assignee's soc. sec. or tax I.D. No.)

        and irrevocably appoint ________________ agent to transfer this Security onthe books of the Issuers. The agent may substitute another to act for him.

        Date:

        Your Signature:

        Sign exactly as your name appears on the other side of this Security.

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**CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OFTRANSFER RESTRICTED SECURITIES**
        This certificate relates to $ _____________ principal amount of Securitiesheld in (check applicable space) ______ book-entry or _______ definitive form bythe undersigned.

        The undersigned (check one box below):

        [  ] has requested the Trustee by written order to deliver in exchange for itsbeneficial interest in the Global Security held by the Depositary a Security orSecurities in definitive, registered form of authorized denominations and anaggregate principal amount equal to its beneficial interest in such GlobalSecurity (or the portion thereof indicated above);

        [  ] has requested the Trustee by written order to exchange or register thetransfer of a Security or Securities.

        In connection with any transfer of any of the Securities evidenced by thiscertificate occurring prior to the expiration of the period referred to in Rule144(k) under the Securities Act, the undersigned confirms that such Securitiesare being transferred in accordance with its terms:

        CHECK ONE BOX BELOW

        (1) [  ] to an Issuer; or

        (2) [  ]pursuant to an effective registration statement under the SecuritiesAct of 1933; or

        (3) [  ] inside the United States to a "**qualified institutional buyer**"(as defined in Rule 144A under the Securities Act of 1933) that purchases forits own account or for the account of a qualified institutional buyer to whomnotice is given that such transfer is being made in reliance on Rule 144A, ineach case pursuant to and in compliance with Rule 144A under the Securities Actof 1933; or

        (4) [  ] outside the United States in an offshore transaction within themeaning of Regulation S under the Securities Act in compliance with Rule 904under the Securities Act of 1933; or

        (5) [  ] to an institutional "**accredited investor**" (asdefined in Rule 501 (a)(1), (2), (3) or (7) under the Securities Act of 1933)that has furnished to the Trustee a signed letter containing certainrepresentations and agreements; or

        (6) [  ]pursuant to another available exemption from registration provided byRule 144 under the Securities Act of 1933.

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        Unless one of the boxes is checked, the Trustee will refuse to register anyof the Securities evidenced by this certificate in the name of any Person otherthan the registered holder thereof *provided*, *however*, that if box(4), (5) or (6) is checked, the Trustee may require, prior to registering anysuch transfer of the Securities, such legal opinions, certifications and otherinformation as the Issuers have reasonably requested to confirm that suchtransfer is being made pursuant to an exemption from, or in a transaction notsubject to, the registration requirements of the Securities Act of 1933.

            Your Signature

Signature Guarantee:

Date: ___________________ ________________________________

Signature of Signature Guaranteed

        Signature must be guaranteed by a participant in a recognized signatureguaranty medallion program or other signature guarantor acceptable to theTrustee.
**TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.**
        The undersigned represents and warrants that it is purchasing this Securityfor its own account or an account with respect to which it exercises soleinvestment discretion and that it and any such account is a "qualifiedinstitutional buyer" within the meaning of Rule 144A under the SecuritiesAct of 1933, and is aware that the sale to it is being made in reliance on Rule144A and acknowledges that it has received such information regarding theIssuers as the undersigned has requested pursuant to Rule 144A or has determinednot to request such information and that it is aware that the transferor isrelying upon the undersigned's foregoing representations in order to claim theexemption from registration provided by Rule 144A.

Dated:

Signature

NOTICE: To be executed by an executive officer

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[TO BE ATTACHED TO GLOBAL SECURITIES]
**SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY**
        The initial principal amount of this Global Security is $                    .The following increases or decreases in this Global Security have been made:

        Date of Exchange

        Amount of decrease in Principal Amount of this Global Security

        Amount of increase in Principal Amount of this Global Security

        Principal Amount of this Global Security following such decrease or    increase

        Signature of authorized signatory of Trustee or Securities Custodian

D-18
**EXHIBIT E

[FORM OF FACE OF 2014 EXCHANGE SECURITY][Global Securities Legend]**
        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGEOR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(ANT) ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC). ANY TRANSFER, PLEDGE OR OTHERUSE OF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUTNOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'SNOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TOTRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREREFERRED TO ON THE REVERSE HEREOF.

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**5.125% Senior Note due 2014

No. ___ CUSIP No.**                     **
        JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL GROUPHOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., aPennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delawarecorporation, and JONES RETAIL CORPORATION, a New Jersey corporation, promise topay to Cede & Co., or registered assigns, the principal sum of$                   (                         Dollars)on November 15, 2014.

        Interest Payment Dates: May 15 and November 15.

        Record Dates: May 1 and November 1.

        Additional provisions of this Security are set forth on the other side ofthis Security.

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        IN WITNESS WHEREOF, the parties have caused this instrument to be dulyexecuted.
****JONES APPAREL GROUP, INC.             By:  __________________              Name:               Title:        ****JONES APPAREL GROUP HOLDINGS, INC.             By:  __________________              Name:               Title:        ****JONES APPAREL GROUP USA, INC.             By:  __________________              Name:               Title:       ****NINE WEST FOOTWEAR CORPORATION             By:  __________________              Name:               Title:        ****JONES RETAIL CORPORATION             By:  __________________              Name:               Title:        
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**TRUSTEE'S CERTIFICATE OF AUTHENTICATION**
        SUNTRUST BANK, as Trustee, certifies that this is one of the Securitiesreferred to in the Indenture.

Dated:

By:  __________________________       Authorized Signatory

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**[FORM OF REVERSE SIDE OF 2014 EXCHANGE SECURITY]5.125% Senior Note due 2014**
        1. *Interest.* JONES APPAREL GROUP, INC. a Pennsylvania corporation,JONES APPAREL GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUPUSA, INC., a Pennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, aDelaware corporation and JONES RETAIL CORPORATION, a New Jersey corporation(such corporations, and their successors and assigns under the Indenture arecollectively referred to herein as the "**Issuers**"), promise topay interest on the principal amount of this Security (a "**2014 Note**")at the rate per annum, shown above. The Issuers shall pay interest semiannuallyon May 15 and November 15 of each year. Interest on the Securities shall accruefrom the most recent date to which interest has been paid or, if no interest hasbeen paid, from November 22, 2004. Interest shall be computed on the basis of a360-day year of twelve 30-day months. The Issuers shall pay interest on overdueprincipal at the rate borne by the Securities, and it shall pay interest onoverdue installments of interest at the same rate to the extent lawful.

        2. *Method of Payment.* The Issuers shall pay interest on the Securities(except defaulted interest) to the Persons who are registered holders ofSecurities at the close of business on the May 1 or November 1 immediatelypreceding the interest payment date even if Securities are canceled after therecord date and on or before the interest payment date. Holders must surrenderSecurities to a Paying Agent to collect principal payments. The Issuers shallpay principal, premium and interest in money of the United States of Americathat at the time of payment is legal tender for payment of public and privatedebts. Payments in respect of the Securities represented by a Global Security(including principal, premium and interest) shall be made by wire transfer ofimmediately available funds to the accounts specified by The Depository TrustCompany. The Issuers will make all payments in respect of a certificatedSecurity (including principal, premium and interest), by mailing a check to theregistered address of each Holder thereof; *provided*, *however*, thatpayments on the Securities may also be made, in the case of a Holder of at least$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.dollar account maintained by the payee with a bank in the United States if suchHolder elects payment by wire transfer by giving written notice to the Trusteeor the Paying Agent to such effect designating such account no later than 30days immediately preceding the relevant due date for payment (or such other dateas the Trustee may accept in its discretion).

        3. *Paying Agent and Registrar.* Initially, SunTrust Bank, a nationalbanking corporation associated under the laws of the State of Georgia (the"**Trustee**"), will act as Paying Agent and Registrar. The Issuersmay appoint and change any Paying Agent, Registrar or coregistrar withoutnotice. An Issuer or any domestically incorporated Wholly Owned RestrictedSubsidiary of an Issuer may act as Paying Agent, Registrar or coregistrar.

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        4. *Indenture.* The Issuers issued the Securities under an indenturedated as of November 22, 2004 (the "**Indenture**") among theIssuers and the Trustee. The terms of the Securities include those stated in theIndenture and those made part of the Indenture by reference to the TrustIndenture Act of 1939 (15 U.S.C. 77aaa-77bbbb) as in effect on the date of theIndenture (the "**TIA**"). Terms defined in the Indenture and notdefined herein have the meanings ascribed thereto in the Indenture. TheSecurities are subject to all terms and provisions of the Indenture, andSecurityholders are referred to the Indenture and the TIA for a statement ofsuch terms and provisions. In the event of any conflict between the terms ofthis Security and the terms of the Indenture, the Indenture shall govern.

        The Securities are senior unsecured obligations of the Issuers. The Issuersmay issue Additional Securities of any series pursuant to the Indenture. TheSecurities include the Original Securities, any Additional Securities and anyExchange Securities issued in exchange for Initial Securities. With respect toeach series of Securities, the Original Securities of such series, anyAdditional Securities of such series and all Exchange Securities of such seriesare treated as a single class of securities under the Indenture. The Indentureimposes certain limitations on the ability of the Issuers and the RestrictedSubsidiaries to, among other things, create or incur Liens or enter into saleand leaseback transactions. The Indenture also imposes limitations on theability of the Issuers to convey, transfer or lease all or substantially all ofthe assets of any Issuer.

        5. *Optional Redemption.* The 2014 Notes will be redeemable as a wholeor in part, at the option of the Issuers at any time or from time to time, at aredemption price equal to the greater of (i) 100% of their principal amount or(ii) the sum of the present values of the Remaining Scheduled Payments (asdefined below) discounted to the date of redemption, on a semiannual basis(assuming a 360-day year consisting of twelve 30-day months), at a rate equal tothe sum of the Treasury Rate (as defined below) and 15 basis points.

        In the case of each of clause (i) and (ii), accrued interest will be payableto the redemption date.

        "**Treasury Rate**" means, with respect to any redemption date,(a) the yield, under the heading which represents the average for theimmediately preceding week, appearing in the most recently published statisticalrelease designated "H.15(519)" or any successor publication which ispublished weekly by the Board of Governors of the Federal Reserve System andwhich establishes yields on actively traded U.S. Treasury securities adjusted toconstant maturity under the caption "Treasury Constant Maturities,"for the maturity corresponding to the Comparable Treasury Issue (if no maturityis within three months before or after the remaining life (as defined in thedefinition of Comparable Treasury Issue) of the Securities, yields for the twopublished maturities most closely corresponding to the Comparable Treasury Issuewill be determined and the Treasury Rate will be interpolated or extrapolatedfrom such yields on a straight 

E-6

 line basis, rounding to the nearest month) or (b)if such release (or any successor release) is not published during the weekpreceding the calculation date or does not contain such yields, the rate perannum equal to the semiannual equivalent yield to maturity of the ComparableTreasury Issue, calculated using a price for the Comparable Treasury Issue(expressed as a percentage of its principal amount) equal to the ComparableTreasury Price for such redemption date.

        "**Comparable Treasury Issue**" means the United States Treasurysecurity selected by an Independent Investment Banker as having a maturitycomparable to the remaining term ("**remaining life**") of theSecurities of such series to be redeemed that would be utilized, at the time ofselection and in accordance with customary financial practice, in pricing newissues of corporate debt securities of comparable maturity to the remaining termof such Securities.

        "**Comparable Treasury Price**" means, with respect to anyredemption date, (1) the average of five Reference Treasury Dealer Quotationsfor such redemption date after excluding the highest and lowest of suchReference Treasury Dealer Quotations, or (2) if the Independent InvestmentBanker obtains fewer than five such Reference Treasury Dealer Quotations, theaverage of all such quotations.

        "**Reference Treasury Dealer**" means Citigroup Global MarketsInc. and J.P. Morgan Securities Inc. and their respective successors and, at theIssuers' option, three other nationally recognized investment banking firmsthat are primary dealers of U.S. Government securities in New York City (each, a"**Primary Treasury Dealer**"). If any of the foregoing shall ceaseto be a Primary Treasury Dealer, the Issuers shall substitute therefor anotherPrimary Treasury Dealer.

        "**Reference Treasury Dealer Quotations**" means, with respectto each Reference Treasury Dealer and any redemption date, the average, asdetermined by the Independent Investment Banker, of the bid and asked prices forthe Comparable Treasury Issue (expressed in each case as a percentage of itsprincipal amount) quoted in writing to the Independent Investment Banker at 5:00p.m., New York City time, on the third business day preceding such redemptiondate.

        "**Remaining Scheduled Payments**" means, with respect to anySecurity to be redeemed, the remaining scheduled payments of principal of andinterest on such Security that would be due after the related redemption datebut for such redemption. If such redemption date is not an interest payment datewith respect to such Security, the amount of the next succeeding scheduledinterest payment on such Security will be reduced by the amount of interestaccrued on such note to such redemption date.

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        "**Independent Investment Banker**" means either CitigroupGlobal Markets Inc. or J.P. Morgan Securities Inc., as specified by the Issuers,or, if neither of the foregoing is willing or able to select the ComparableTreasury Issue, an independent investment banking institution of nationalstanding appointed by the Issuers.

        6. *Sinking Fund.* The Securities are not subject to any sinking fund.

        7. *Notice of Redemption.* Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption dateto each Holder of Securities to be redeemed at his or her registered address.Securities in denominations larger than $1,000 may be redeemed in part but onlyin whole multiples of $1,000. If money sufficient to pay the redemption price ofand accrued and unpaid interest on all Securities (or portions thereof) to beredeemed on the redemption date is deposited with the Paying Agent on or beforethe redemption date and certain other conditions are satisfied, on and aftersuch date interest ceases to accrue on such Securities (or such portionsthereof) called for redemption.

        8. *Denominations, Transfer, Exchange.* The Securities are in registeredform without coupons in denominations of $1,000 and whole multiples of $1,000. AHolder may transfer or exchange Securities in accordance with the Indenture.Upon any transfer or exchange, the Registrar and the Trustee may require aHolder, among other things, to furnish appropriate endorsements or transferdocuments and to pay any taxes required by law or permitted by the Indenture.The Registrar need not register the transfer of or exchange an), Securitiesselected for redemption (except, in the case of a Security to be redeemed inpart, the portion of the Security not to be redeemed) or transfer or exchangeany Securities for a period of 15 days prior to a selection of Securities to beredeemed or 15 days before an interest payment date.

        9. *Persons Deemed Owners.* The registered Holder of this Security maybe treated as the owner of it for all purposes.

        10. *Unclaimed Money.* If money for the payment of principal or interestremains unclaimed for two years, the Trustee or Paying Agent shall pay the moneyback to the Issuers upon their written request unless an abandoned property lawdesignates another Person. After any such payment, Holders entitled to the moneymust look only to the Issuers and not to the Trustee for payment.

        11. *Discharge and Defeasance.* Subject to certain conditions, theIssuers at any time may terminate some of or all their obligations under theSecurities and the Indenture if the Issuers deposit with the Trustee money orU.S. Government Obligations for the payment of principal and interest on theSecurities to redemption or maturity, as the case may be.

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        12. *Amendment, Waiver.* Subject to certain exceptions set forth in theIndenture, (i) the Indenture or the Securities may be amended without priornotice to any Securityholder but with the written consent of the Holders of amajority in aggregate principal amount of the outstanding Securities and (ii)any default or noncompliance with any provisions may be waived with the consentof the Holders of a majority in principal amount of the outstanding Securities.Subject to certain exceptions set forth in the Indenture, without the consent ofany Holder of Securities, the Issuers and the Trustee may amend the Indenture orthe Securities (i) to cure any ambiguity, omission, defect or inconsistency;(ii) to comply with Article 5, of the Indenture; (iii) to provide foruncertificated Securities in addition to or in place of certificated Securities;(iv) to add guarantees or co-obligors with respect to the Securities or tosecure the Securities; (v) to add to the covenants for the benefit of theSecurityholders or to surrender any right or power conferred upon the Issuers;(vi) to comply with the requirements of the SEC in order to effect or maintainthe qualification of the Indenture under the TIA; (vii) to make any change thatdoes not adversely affect the rights of any Securityholder; or (viii) to providefor the issuance of the Exchange Securities.

        13. *Defaults and Remedies.* If an Event of Default occurs (other thanan Event of Default relating to certain events of bankruptcy, insolvency orreorganization of any Issuer) and is continuing, the Trustee or the Holders ofat least 25% in principal amount of the outstanding Securities may declare theprincipal of and accrued but unpaid interest on all the Securities to be due andpayable. If an Event of Default relating to certain events of bankruptcy,insolvency or reorganization of any Issuer occurs, the principal of and intereston all the Securities shall become immediately due and payable without anydeclaration or other act on the part of the Trustee or any Holders. Undercertain circumstances, the Holders of a majority in principal amount of theoutstanding Securities may rescind any such acceleration with respect to theSecurities and its consequences.

        If an Event of Default occurs and is continuing, the Trustee shall be underno obligation to exercise any of the rights or powers under the Indenture at therequest or direction of any of the Holders unless such Holders have offered tothe Trustee indemnity or security satisfactory to it against any loss, liabilityor expense. Except to enforce the right to receive payment of principal, premium(if any) or interest when due, no Holder may pursue any remedy with respect tothe Indenture or the Securities unless (i) such Holder has previously given theTrustee notice that an Event of Default is continuing, (ii) Holders of at least25% in principal amount of the outstanding Securities have requested in writingthat the Trustee pursue the remedy, (iii) such Holders have offered the Trusteereasonable security or indemnity against any loss, liability or expense, (iv)the Trustee has not complied with such request within 60 days after the receiptof the request and the offer of security or indemnity and (v) the Holders of amajority in principal amount of the outstanding Securities have not given theTrustee a direction

E-9

inconsistent with such request within such 60-day period.Subject to certain restrictions, the Holders of a majority in principal amountof the outstanding Securities may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or ofexercising any trust or power conferred on the Trustee. The Trustee, however,may refuse to follow any direction that conflicts with law or the Indenture orthat the Trustee determines is unduly prejudicial to the rights of any otherHolder or that would subject the Trustee to personal liability. Prior to takingany action under the Indenture, the Trustee shall be entitled to indemnificationsatisfactory to it in its sole discretion against all losses and expenses causedby taking or not taking such action.

        14. *Trustee Dealings with the Issuer.* Subject to certain limitationsimposed by the TIA, the Trustee under the Indenture, in its individual or anyother capacity, may become the owner or pledgee of Securities and may otherwisedeal with and collect obligations owed to it by the Issuers or their Affiliatesand may otherwise deal with the Issuers or their Affiliates with the same rightsit would have if it were not Trustee.

        15. *No Recourse Against Others.* A director, officer, employee orstockholder, as such, of any Issuer shall not have any liability for anyobligations of such Issuer under the Securities or the Indenture or for anyclaim based on, in respect of or by reason of such obligations or theircreation. By accepting a Security, each Securityholder waives and releases allsuch liability. The waiver and release are part of the consideration for theissue of the Securities.

        16. *Authentication.* This Security shall not be valid until anauthorized signatory of the Trustee (or an authenticating agent) manually signsthe certificate of Authentication on the other side of this Security.

        17. *Abbreviations.* Customary abbreviations may be used in the name ofa Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorshipand not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift toMinors Act).

        18. *Governing Law.* THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECTTO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATIONOF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        19. *CUSIP Numbers.* Pursuant to a recommendation promulgated by theCommittee on Uniform Security Identification Procedures, the Issuers have causedCUSIP numbers to be printed on the Securities and have directed the Trustee touse CUSIP numbers in notices of redemption as a convenience to 

E-10

Securityholders.No representation is made as to the accuracy of such numbers either as printedon the Securities or as contained in any notice of redemption and reliance maybe placed only on the other identification numbers placed thereon.

        The Issuers will furnish to any Holder of Securities upon written request andwithout charge to the Holder a copy of the Indenture which has in it the text ofthis Security.

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**ASSIGNMENT FORM**
        To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee's name, address and zip code)

(Insert assignee's soc. sec. or tax T.D. No.)

and irrevocably appoint ______________ agent to transfer this Security on thebooks of the Issuers. The agent may substitute another to act for him.

Date:

Your Signature:

Sign exactly as your name appears on the other side of this Security.Signature must be guaranteed by a participant in a recognized signature guarantymedallion program or other signature guaranteed acceptable to the Trustee.

E-12
**[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY**
        The initial principal amount of this Global Security is $                    .The following increases or decreases in this Global Security have been made:

        Amount of decrease in Principal Amount of this Global Security

        Amount of increase in Principal Amount of this Global Security

        Principal Amount of this Global Security following such decrease or    increase

        Signature of authorized signatory of Trustee or Securities Custodian

E-13
**EXHIBIT F

FORM OF TRANSFEREE LETTER OF REPRESENTATIONFOR 2014 NOTES**
Ladies and Gentlemen:

        This certificate is delivered to request a transfer of $__________ principalamount of the 5.125% Senior Notes due 2014 (the "**Notes**") ofJones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones ApparelGroup USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation(the "**Issuers**").

        Upon transfer, the Securities would be registered in the name of the newbeneficial owner as follows:

Name:

Address:

Taxpayer ID Number:

The undersigned represents and warrants to you that:

        1. We are an institutional "accredited investor" (as defined inRule 501(a)(l), (2), (3) or (7) under the Securities Act of 1933, as amended(the "**Securities Act**")), purchasing for our own account or forthe account of such an institutional "accredited investor" at least$250,000 principal amount of the Securities, and we are acquiring the Securitiesnot with a view to, or offer or sale in connection with, any distribution inviolation of the Securities Act. We have such knowledge and experience infinancial and business matters as to be capable of evaluating the merits andrisks of our investment in the Securities, and we invest in or purchasesecurities similar to the Securities in the normal course of our business. We,and any accounts for which we are acting, are each able to bear the economicrisk of our or its investment.

        2. We understand that the Securities have not been registered under theSecurities Act and, unless so registered, may not be sold except as permitted inthe following sentence. We agree on our own behalf and on behalf of any investoraccount for which we are purchasing Securities to offer, sell or otherwisetransfer such Securities prior to the date that is two years after the later ofthe date of original issue and the last date on which an Issuer or any affiliateof an Issuer was the owner of such Securities (or any predecessor thereto) (the"**Resale Restriction Termination Date**") only (a) to an Issuer,(b) pursuant to a registration statement that has been declared effective underthe Securities Act, (c) in a transaction complying with the requirements of Rule144A under the Securities Act ("**Rule 144A**"), to a Person wereasonably believe is a qualified 

F-1

 institutional buyer under Rule 144A (a "**QIB**")that is purchasing for its own account or for the account of a QIB and to whomnotice is given that the transfer is being made in reliance on Rule 144A, (d) inan offshore transaction within the meaning of, and in compliance with,Regulation S under the Securities Act, (e) to an institutional "accreditedinvestor" within the meaning of Rule 501(a)(l), (2), (3) or (7) under theSecurities Act that is purchasing for its own account or for the account of suchan institutional "accredited investor**,**" in each case in minimumprincipal amount of Securities of $250,000, or (f) pursuant to any otheravailable exemption from the registration requirements of the Securities Act,subject in each of the foregoing cases to any requirement of law that thedisposition of our property or the property of such investor account or accountsbe at all times within our or their control and in compliance with anyapplicable state securities laws. The foregoing restrictions on resale will notapply subsequent to the Resale Restriction Termination Date. If any resale orother transfer of the Securities is proposed to be made pursuant to clause (e)above prior to the Resale Restriction Termination Date, the transferor shalldeliver a letter from the transferee substantially in the form of this letter tothe Issuers and the Trustee, which shall provide, among other things, that thetransferee is an institutional "accredited investor" within themeaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that itis acquiring such Securities for investment purposes and not for distribution inviolation of the Securities Act. Each purchaser acknowledges that the Issuersand the Trustee reserve the right prior to the offer, sale or other transferprior to the Resale Termination Date of the Securities pursuant to clause (d),(e) or (f) above to require the delivery of an opinion of counsel,certifications or other information satisfactory to the Issuers and the Trustee.

TRANSFEREE:

By:  ____________________________

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**EXHIBIT G

[FORM OF FACE OF 2034 INITIAL SECURITY][Global Securities Legend]**
        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGEOR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHERUSE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH ASTHE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUTNOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'SNOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TOTRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREREFERRED TO ON THE REVERSE HEREOF.

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**[Restricted Securities Legend]**
        THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS.NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCHREGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

        BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A("RULE 144A") UNDER THE SECURITIES ACT), (2) AGREES NOT TOOFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO (X) THE DATE WHICHIS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OFTHE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THELAST DATE ON WHICH ANY ISSUER OR ANY "AFFILIATE" (AS DEFINED INRULE 144 UNDER THE SECURITIES ACT) OF ANY ISSUER WAS THE OWNER OF THISSECURITY (OR ANY PREDECESSOR OF THIS SECURITY) OR (Y) SUCH LATER DATE, IFANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTIONTERMINATION DATE") EXCEPT (A) TO THE ISSUERS, (B) PURSUANT TO AREGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIESACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TORULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIEDINSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITSOWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASETO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ONRULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITHRULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TOANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OFSUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL,AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY ISTRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THATTHE ISSUERS AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE 

G-2

OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF ANOPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACHOF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS SECURITYIS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TOREQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDEOF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE ISSUERS ANDTHE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTERTHE RESALE RESTRICTION TERMINATION DATE.
**[Definitive Securities Legend]**
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR ANDTRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENTMAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOINGRESTRICTIONS.

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**6.125% Senior Note due 2034

No. ___ CUSIP No. 

        JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL GROUPHOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., aPennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delawarecorporation, and JONES RETAIL CORPORATION, a New Jersey corporation, promise topay to Cede & Co., or registered assigns, the principal sum of$                   (                         Dollars)on November 15, 2034.

        Interest Payment Dates: May 15 and November 15.

        Record Dates: May 1 and November 1.

        Additional provisions of this Security are set forth on the other side ofthis Security.

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        IN WITNESS WHEREOF, the parties have caused this instrument to be dulyexecuted.

 ****JONES APPAREL GROUP, INC.             By:  __________________              Name:               Title:        ****JONES APPAREL GROUP HOLDINGS, INC.             By:  __________________              Name:               Title:        ****JONES APPAREL GROUP USA, INC.             By:  __________________              Name:               Title:       ****NINE WEST FOOTWEAR CORPORATION             By:  __________________              Name:               Title:        ****JONES RETAIL CORPORATION             By:  __________________              Name:               Title:        
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**TRUSTEE'S CERTIFICATE OF AUTHENTICATION**
        SUNTRUST BANK, as Trustee, certifies that this is one of the Securitiesreferred to in the Indenture.

Dated:

By:  __________________________       Authorized Signatory

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**[FORM OF REVERSE SIDE OF 2034 INITIAL SECURITY]6.125% Senior Note due 2034**
        1. *Interest*.

    (a) JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL  GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., a  Pennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delaware  corporation and JONES RETAIL CORPORATION, a New Jersey corporation (such  corporations and, their successors and assigns under the Indenture are  collectively referred to herein as the "**Issuers**"), promise to  pay interest on the principal amount of this Security (a "**2034 Note**")  at the rate per annum shown above. The Issuers shall pay interest semiannually  on May 15 and November 15 of each year. Interest on the Securities shall  accrue from the most recent date to which interest has been paid or, if no  interest has been paid, from November 22, 2004. Interest shall be computed on  the basis of a 360-day year of twelve 30-day months. The Issuers shall pay  interest on overdue principal at the rate borne by the Securities, and it  shall pay interest on overdue installments of interest at the same rate to the  extent lawful.

    (b) *Additional Interest*. The holder of this Security is entitled to  the benefits of an Exchange and Note Registration Rights Agreement, dated  November 22, 2004, among the Issuers and the Initial Purchasers named therein  (the "**Registration Agreement**"). Capitalized terms used in  this paragraph (b) but not defined herein have the meanings assigned to them  in the Registration Agreement. If (i) the Registered Exchange Offer is not  consummated on or prior to 210 days after the Issue Date, (ii) the Shelf  Registration Statement is not declared effective on or prior to the later of  (A) the date that is 210 days after the Issue Date and (B) 90 days after the  obligation to file such Shelf Registration Statement arises under Section 2 of  the Registration Agreement or (iii) the Shelf Registration Statement is filed  and declared effective within the period prescribed by clause (ii) but shall  thereafter cease to be effective at any time that the Issuers are obligated to  maintain the effectiveness thereof (other than (A) as contemplated by Section  4(o) of the Registration Agreement, provided that the period of time  during which the Shelf Registration Statement is not effective pursuant to  Section 4(o) of the Registration Agreement does not exceed either two periods  of up to 45 days or 90 days in the aggregate during any 365-day period, or (B)  as required by applicable law) (each such event referred to in clauses (i)  through (iii), a "Registration Default"), the Issuers shall be  obligated to pay additional interest to each Holder of Transfer Restricted  Securities, during the period of one or more such Registration Defaults, at a  rate of 0.25% per annum for the first 90 days and 0.50% per annum thereafter,  determined daily, on the principal 

G-7

 amount of the Securities constituting  Transfer Restricted Securities held by such holder until (i) the Registered  Exchange Offer is consummated, (ii) the Shelf Registration Statement is  declared effective or (iii) the Shelf Registration Statement again becomes  effective, as the case may be. Following the cure of all Registration  Defaults, the accrual of additional interest shall cease. All accrued  additional interest shall be paid to holders in the same manner as interest  payments on the Securities on semi-annual payment dates which correspond to  interest payment dates for the Securities. The Trustee shall have no  responsibility with respect to the determination of the amount of any such  additional interest. As used herein, the term "**Transfer Restricted  Securities**" means (i) each Initial Security until the date on which  such Initial Security has been exchanged for a freely transferable Exchange  Security in the Registered Exchange Offer, (ii) each Initial Security until  the date on which such Initial Security has been effectively registered under  the Securities Act and disposed of in accordance with the Shelf Registration  Statement or (iii) each Initial Security until the date on which such Initial  Security is distributed to the public pursuant to Rule 144 under the  Securities Act or is saleable pursuant to Rule 144(k) under the Securities  Act.

        2. *Method of Payment*. The Issuers shall pay interest onthe Securities (except defaulted interest) to the Persons who are registeredholders of Securities at the close of business on the May 1 or November 1immediately preceding the interest payment date even if Securities are canceledafter the record date and on or before the interest payment date. Holders mustsurrender Securities to a Paying Agent to collect principal payments. TheIssuers shall pay principal, premium, additional interest and interest in moneyof the United States of America that at the time of payment is legal tender forpayment of public and private debts. Payments in respect of the Securitiesrepresented by a Global Security (including principal, premium, additionalinterest and interest) shall be made by wire transfer of immediately availablefunds to the accounts specified by The Depository Trust Company. The Issuerswill make all payments in respect of a certificated Security (includingprincipal, premium and interest), by mailing a check to the registered addressof each Holder thereof; *provided*, *however*, that payments on theSecurities may also be made, in the case of a Holder of at least $1,000,000aggregate principal amount of Securities, by wire transfer to a U.S. dollaraccount maintained by the payee with a bank in the United States if such Holderelects payment by wire transfer by giving written notice to the Trustee or thePaying Agent to such effect designating such account no later than 30 daysimmediately preceding the relevant due date for payment (or such other date asthe Trustee may accept in its discretion).

        3. *Paying Agent and Registrar*. Initially,SunTrust Bank, a national banking corporation associated under the laws of theState of Georgia (the "**Trustee**"), will act as Paying Agent andRegistrar. The Issuers may appoint and change any Paying Agent, Registrar orcoregistrar without notice. An Issuer or 

G-8

 any domestically incorporated WhollyOwned Restricted Subsidiary of an Issuer may act as Paying Agent, Registrar orcoregistrar.

        4. *Indenture*. The Issuers issued the Securities under an Indenturedated as of November 22, 2004 (the "**Indenture**") among theIssuers and the Trustee. The terms of the Securities include those stated in theIndenture and those made part of the Indenture by reference to the TrustIndenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the dateof the Indenture (the "**TIA**"). Terms defined in the Indentureand not defined herein have the meanings ascribed thereto in the Indenture. TheSecurities are subject to all terms and provisions of the Indenture, andSecurityholders are referred to the Indenture, and the TIA for a statement ofsuch terms and provisions. In the event of any conflict between the terms ofthis Security and the terms of the Indenture, the Indenture shall govern.

        The Securities are senior unsecured obligations of the Issuers. The Issuersmay issue Additional Securities of any series pursuant to the Indenture. ThisSecurity is one of the Original Securities referred to in the Indenture. TheSecurities include the Original Securities, any Additional Securities and anyExchange Securities issued in exchange for Initial Securities. With respect toeach series of Securities, the Original Securities of such series, anyAdditional Securities of such series and all Exchange Securities of such seriesare treated as a single class of securities under the Indenture. The Indentureimposes certain limitations on the ability of the Issuers and the RestrictedSubsidiaries to, among other things, create or incur Liens or enter into saleand leaseback transactions. The Indenture also imposes limitations on theability of the Issuers to convey, transfer or lease all or substantially all ofthe assets of any Issuer.

        5. *Optional Redemption*. The 2034 Notes will be redeemable as awhole or in part, at the option of the Issuers at any time or from time to time,at a redemption price equal to the greater of (i) 100% of their principal amountor (ii) the sum of the present values of the Remaining Scheduled Payments (asdefined below) discounted to the date of redemption, on a semiannual basis(assuming a 360-day year consisting of twelve 30-day months), at a rate equal tothe sum of the Treasury Rate (as defined below) and 20 basis points.

        In the case of each of clause (i) and (ii), accrued interest will be payableto the redemption date.

        "**Treasury Rate**" means, with respect to any redemption date,(a) the yield, under the heading which represents the average for theimmediately preceding week, appearing in the most recently published statisticalrelease designated "H.15(519)" or any successor publication which ispublished weekly by the Board of Governors of the Federal Reserve System andwhich establishes yields on actively traded U.S. Treasury securities adjusted toconstant maturity under the caption "Treasury Constant Maturities,"for the maturity corresponding 

G-9

 to the Comparable Treasury Issue (if no maturityis within three months before or after the remaining life (as defined in thedefinition of Comparable Treasury Issue) of the Securities, yields for the twopublished maturities most closely corresponding to the Comparable Treasury Issuewill be determined and the Treasury Rate will be interpolated or extrapolatedfrom such yields on a straight line basis, rounding to the nearest month) or (b)if such release (or any successor release) is not published during the weekpreceding the calculation date or does not contain such yields, the rate perannum equal to the semiannual equivalent yield to maturity of the ComparableTreasury Issue, calculated using a price for the Comparable Treasury Issue(expressed as a percentage of its principal amount) equal to the ComparableTreasury Price for such redemption date.

        "**Comparable Treasury Issue**" means the United States Treasurysecurity selected by an Independent Investment Banker as having a maturitycomparable to the remaining term ("**remaining life**") of theSecurities of such series to be redeemed that would be utilized, at the time ofselection and in accordance with customary financial practice, in pricing newissues of corporate debt securities of comparable maturity to the remaining termof such Securities.

        "**Comparable Treasury Price**" means, with respect to anyredemption date, (1) the average of five Reference Treasury Dealer Quotationsfor such redemption date after excluding the highest and lowest of suchReference Treasury Dealer Quotations, or (2) if the Independent InvestmentBanker obtains fewer than five such Reference Treasury Dealer Quotations, theaverage of all such quotations.

        "**Reference Treasury Dealer**" means Citigroup Global MarketsInc. and J.P. Morgan Securities Inc. and their respective successors and, at theIssuers' option, three other nationally recognized investment banking firmsthat are primary dealers of U.S. Government securities in New York City (each, a"**Primary Treasury Dealer**"). If any of the foregoing shall ceaseto be a Primary Treasury Dealer, the Issuers shall substitute therefor anotherPrimary Treasury Dealer.

        "**Reference Treasury Dealer Quotations**" means, with respectto each Reference Treasury Dealer and any redemption date, the average, asdetermined by the Independent Investment Banker, of the bid and asked prices forthe Comparable Treasury Issue (expressed in each case as a percentage of itsprincipal amount) quoted in writing to the Independent Investment Banker at 5:00p.m., New York City time, on the third business day preceding such redemptiondate.

        "**Remaining Scheduled Payments**" means, with respect to anySecurity to be redeemed, the remaining scheduled payments of principal of andinterest on such Security that would be due after the related redemption datebut for such redemption. If such redemption date is not an interest payment datewith respect 

G-10

 to such Security, the amount of the next succeeding scheduledinterest payment on such Security will be reduced by the amount of interestaccrued on such note to such redemption date.

        "**Independent Investment Banker**" means either CitigroupGlobal Markets Inc. or J.P. Morgan Securities Inc., as specified by the Issuers,or, if neither of the foregoing is willing or able to select the ComparableTreasury Issue, an independent investment banking institution of nationalstanding appointed by the Issuers.

        6. *Sinking Fund*. The Securities are not subject to any sinkingfund.

        7. *Notice of Redemption*. Notice of redemption will bemailed by first- class mail at least 30 days but not more than 60 days beforethe redemption date to each Holder of Securities to be redeemed at his or herregistered address. Securities in denominations larger than $1,000 may beredeemed in part but only in whole multiples of $1,000. If money sufficient topay the redemption price of and accrued and unpaid interest on all Securities(or portions thereof) to be redeemed on the redemption date is deposited withthe Paying Agent on or before the redemption date and certain other conditionsare satisfied, on and after such date, interest ceases to accrue on suchSecurities (or such portions thereof) called for redemption.

        8. *Denominations, Transfer, Exchange*. The Securities arein registered form without coupons in denominations of $1,000 and wholemultiples of $1,000. A Holder may transfer or exchange Securities in accordancewith the Indenture. Upon any transfer or exchange, the Registrar and the Trusteemay require a Holder, among other things, to furnish appropriate endorsements ortransfer documents and to pay any taxes required by law or permitted by theIndenture. The Registrar need not register the transfer of or exchange anySecurities selected for redemption (except, in the case of a Security to beredeemed in part, the portion of the Security not to be redeemed) or transfer orexchange any Securities for a period of 15 days prior to a selection ofSecurities to be redeemed.

        9. *Persons Deemed Owners*. The registered Holder of thisSecurity may be treated as the owner of it for all purposes.

        10. *Unclaimed Money*. If money for the payment of principal orinterest remains unclaimed for two years, the Trustee or Paying Agent shall paythe money back to the Issuers upon their written request unless an abandonedproperty law designates another Person. After any such payment, Holders entitledto the money must look only to the Issuers and not to the Trustee for payment.

        11. *Discharge and Defeasance*. Subject to certainconditions, the Issuers at any time may terminate some of or all theirobligations under the 

G-11

 Securities and the Indenture if the Issuers deposit withthe Trustee money or U.S. Government Obligations for the payment of principaland interest on the Securities to redemption or maturity, as the case may be.

        12. *Amendment, Waiver.*Subject to certain exceptions set forth in theIndenture, (i) the Indenture or the Securities may be amended without priornotice to any Securityholder but with the written consent of the Holders of amajority in aggregate principal amount of the outstanding Securities and (ii)any default or noncompliance with any provisions may be waived with the consentof the Holders of a majority in principal amount of the outstanding Securities.Subject to certain exceptions set forth in the Indenture, without the consent ofany Holder of Securities, the Issuers and the Trustee may amend the Indenture orthe Securities (i) to cure any ambiguity, omission, defect or inconsistency;(ii) to comply with Article 5 of the Indenture; (iii) to provide foruncertificated Securities in addition to or in place of certificated Securities;(iv) to add guarantees or co-obligors with respect to the Securities or tosecure the Securities; (v) to add to the covenants for the benefit of theSecurityholders or to surrender any right or power conferred upon the Issuers;(vi) to comply with the requirements of the SEC in order to effect or maintainthe qualification of the Indenture under the TIA; (vii) to make any change thatdoes not adversely affect the rights of any Securityholder; or (viii) to providefor the issuance of the Exchange Securities.

        13. *Defaults and Remedies*. If an Event of Default occurs(other than an Event of Default relating to certain events of bankruptcy,insolvency or reorganization of any Issuer) and is continuing, the Trustee orthe Holders of at least 25% in principal amount of the outstanding Securitiesmay declare the principal of and accrued but unpaid interest on all theSecurities to be due and payable. If an Event of Default relating to certainevents of bankruptcy, insolvency or reorganization of any Issuer occurs, theprincipal of and interest on all the Securities shall become immediately due andpayable without any declaration or other act on the part of the Trustee or anyHolders. Under certain circumstances, the Holders of a majority in principalamount of the outstanding Securities may rescind any such acceleration withrespect to the Securities and its consequences.

        If an Event of Default occurs and is continuing, the Trustee shall be underno obligation to exercise any of the rights or powers under the Indenture at therequest or direction of any of the Holders unless such Holders have offered tothe Trustee indemnity or security satisfactory to it against any loss, liabilityor expense. Except to enforce the right to receive payment of principal, premium(if any) or interest when due, no Holder may pursue any remedy with respect tothe Indenture or the Securities unless (i) such Holder has previously given theTrustee notice that an Event of Default is continuing, (ii) Holders of at least25% in principal amount of the outstanding Securities have requested in writingthat the Trustee pursue the remedy, (iii) such Holders have offered the Trusteereasonable 

G-12

 security or indemnity against any loss, liability or expense, (iv)the Trustee has not complied with such request within 60 days after the receiptof the request and the offer of security or indemnity and (v) the Holders of amajority in principal amount of the outstanding Securities have not given theTrustee a direction inconsistent with such request within such 60-day period.Subject to certain restrictions, the Holders of a majority in principal amountof the outstanding Securities may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or ofexercising any trust or power conferred on the Trustee. The Trustee, however,may refuse to follow any direction that conflicts with law or the Indenture orthat the Trustee determines is unduly prejudicial to the rights of any otherHolder or that would subject the Trustee to personal liability. Prior to takingany action under the Indenture, the Trustee shall be entitled to indemnificationsatisfactory to it in its sole discretion against all losses and expenses causedby taking or not taking such action.

        14. *Trustee Dealings with the Issuers*.Subject to certain limitations imposed by the TIA, the Trustee under theIndenture, in its individual or any other capacity, may become the owner orpledgee of Securities and may otherwise deal with and collect obligations owedto it by the Issuers or their Affiliates and may otherwise deal with the Issuersor their Affiliates with the same rights it would have if it were not Trustee.

        15. *No Recourse Against Others*. A director,officer, employee or stockholder, as such, of any Issuer shall not have anyliability for any obligations of such Issuer under the Securities or theIndenture or for any claim based on, in respect of or by reason of suchobligations or their creation. By accepting a Security, each Securityholderwaives and releases all such liability. The waiver and release are part of theconsideration for the issue of the Securities.

        16. *Authentication*. This Security shall not be valid until anauthorized signatory of the Trustee (or an authenticating agent) manually signsthe certificate of Authentication on the other side of this Security.

        17. *Abbreviations*. Customary abbreviations may be used in the name ofa Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorshipand not as tenants in common), CUST (=custodian), and UIG/M/A (=Uniform Gift toMinors Act).

        18. *Governing Law*. THIS SECURITY SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THATTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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        19. *CUSIP Numbers*. Pursuant to a recommendation promulgated bythe Committee on Uniform Security Identification Procedures, the Issuers havecaused CUSIP numbers to be printed on the Securities and have directed theTrustee to use CUSIP numbers in notices of redemption as a convenience toSecurityholders. No representation is made as to the accuracy of such numberseither as printed on the Securities or as contained in any notice of redemptionand reliance may be placed only on the other identification numbers placedthereon.

        The Issuers will furnish to any Holder of Securities upon written request andwithout charge to the Holder a copy of the Indenture which has in it the text ofthis Security.

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**ASSIGNMENT FORM**
To assign this Security, fill in the form below:

I or we assign and transfer this Security to

_________________________________________________________________

(Print or type assignee's name, address and zip code)

__________________________________________________________________

(Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint _________________ agent to transfer this Security onthe books of the Issuers. The agent may substitute another to act for him.

Date: __________________

Your Signature: ___________________

Sign exactly as your name appears on the other side of this Security.

G-15
**CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OFTRANSFER RESTRICTED SECURITIES**
        This certificate relates to $___________ principal amount of Securities heldin (check applicable space) ______ book-entry or _______ definitive form by theundersigned.

        The undersigned (check one box below):

        [  ] has requested the Trustee by written order to deliver in exchange for itsbeneficial interest in the Global Security held by the Depositary a Security orSecurities in definitive, registered form of authorized denominations and anaggregate principal amount equal to its beneficial interest in such GlobalSecurity (or the portion thereof indicated above);

        [  ] has requested the Trustee by written order to exchange or register thetransfer of a Security or Securities.

        In connection with any transfer of any of the Securities evidenced by thiscertificate occurring prior to the expiration of the period referred to in Rule144(k) under the Securities Act, the undersigned confirms that such Securitiesare being transferred in accordance with its terms:
**CHECK ONE BOX BELOW**
(1) [  ] to an Issuer; or

(2) [  ] pursuant to an effective registration statement under the    Securities Act of 1933; or

(3) [  ] inside the United States to a "**qualified institutional    buyer**" (as defined in Rule 144A under the Securities Act of 1933)    that purchases for its own account or for the account of a qualified    institutional buyer to whom notice is given that such transfer is being made    in reliance on Rule 144A, in each case pursuant to and in compliance with    Rule 144A under the Securities Act of 1933; or

(4) [  ] outside the United States in an offshore transaction within the    meaning of Regulation S under the Securities Act in compliance with Rule 904    under the Securities Act of 1933; or

(5) [  ] to an institutional "**accredited investor**"(as    defined in Rule 501(a)(1),(2), (3) or (7) under the Securities Act of 1933)    that has furnished to the Trustee a signed letter containing certain    representations and agreements; or

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(6) [  ] pursuant to another available exemption from registration    provided by Rule 144 under the Securities Act of 1933.

        Unless one of the boxes is checked, the Trustee will refuse to register anyof the Securities evidenced by this certificate in the name of any Person otherthan the registered holder thereof, *provided*, *however*, that if box(4), (5) or (6) is checked, the Trustee may require, prior to registering anysuch transfer of the Securities, such legal opinions, certifications and otherinformation as the Issuers have reasonably requested to confirm that suchtransfer is being made pursuant to an exemption from, or in a transaction notsubject to, the registration requirements of the Securities Act of 1933.

____________________________Your Signature

Signature Guarantee:

Date: ____________ 

 ____________________________Signature of Signature Guaranteed

        Signature must be guaranteed by a participant in a recognized signatureguaranty medallion program or other signature guarantor acceptable to theTrustee
**TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.**
        The undersigned represents and warrants that it is purchasing this Securityfor its own account or an account with respect to which it exercises soleinvestment discretion and that it and any such account is a "qualifiedinstitutional buyer" within the meaning of Rule 144A under the SecuritiesAct of 1933, and is aware that the sale to it is being made in reliance on Rule144A and acknowledges that it has received such information regarding theIssuers as the undersigned has requested pursuant to Rule 144A or has determinednot to request such information and that it is aware that the transferor isrelying upon the undersigned's foregoing representations in order to claim theexemption from registration provided by Rule 144A.

Dated: Signature

NOTICE: To be executed by an executive officer

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**[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY**
        The initial principal amount of this Global Security is $                    .The following increases or decreases in this Global Security have been made:

        Date of Exchange

        Amount of decrease in Principal Amount of this Global Security

        Amount of increase in Principal Amount of this Global Security

        Principal Amount of this Global Security following such decrease or    increase

        Signature of authorized signatory of Trustee or Securities Custodian

G-18
**EXHIBIT H

[FORM OF FACE OF 2034 EXCHANGE SECURITY][Global Securities Legend]**
        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THEDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGEOR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC(AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS ISREQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHERUSE OF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUTNOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'SNOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TOTRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREREFERRED TO ON THE REVERSE HEREOF.

H-1
**6.125% Senior Note due 2034

No. ___ CUSIP No.                      

        JONES APPAREL GROUP, INC., a Pennsylvania corporation, JONES APPAREL GROUPHOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., aPennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delawarecorporation, and JONES RETAIL CORPORATION, a New Jersey corporation, promise topay to Cede & Co., or registered assigns, the principal sum of$                   (                         Dollars)on November 15, 2034.

        Interest Payment Dates: May 15 and November 15.

        Record Dates: May 1 and November 1.

        Additional provisions of this Security are set forth on the other side ofthis Security.

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        IN WITNESS WHEREOF, the parties have caused this instrument to be dulyexecuted.
****JONES APPAREL GROUP, INC.             By:  __________________              Name:               Title:        ****JONES APPAREL GROUP HOLDINGS, INC.             By:  __________________              Name:               Title:        ****JONES APPAREL GROUP USA, INC.             By:  __________________              Name:               Title:       ****NINE WEST FOOTWEAR CORPORATION             By:  __________________              Name:               Title:        ****JONES RETAIL CORPORATION             By:  __________________              Name:               Title:        
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**TRUSTEE'S CERTIFICATE OF AUTHENTICATION**
SUNTRUST BANK, as Trustee, certifies that this is one of the Securitiesreferred to in the Indenture.

Dated:

By:  _____________________       Authorized Signatory

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**FORM OF REVERSE SIDE OF 2034 EXCHANGE SECURITY6.125% Senior Note due 2034**
        1. *Interest*. JONES APPAREL GROUP, INC. a Pennsylvania corporation,JONES APPAREL GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUPUSA, INC., a Pennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, aDelaware corporation, and JONES RETAIL CORPORATION, a New Jersey corporation(such corporations, and their successors and assigns under the Indenture arecollectively referred to herein as the "**Issuers**"), promise topay interest on the principal amount of this Security (a "**2034 Note**")at the rate per annum shown above. The Issuers shall pay interest semiannuallyon May 15 and November 15 of each year. Interest on the Securities shall accruefrom the most recent date to which interest has been paid or, if no interest hasbeen paid, from November 22, 2004. Interest shall be computed on the basis of a360-day year of twelve 30-day months. The Issuers shall pay interest on overdueprincipal at the rate borne by the Securities, and it shall pay interest onoverdue installments of interest at the same rate to the extent lawful.

        2. *Method of Payment*. The Issuers shall pay interest onthe Securities (except defaulted interest) to the Persons who are registeredholders of Securities at the close of business on the May 1 or November 1immediately preceding the interest payment date even if Securities are canceledafter the record date and on or before the interest payment date. Holders mustsurrender Securities to a Paying Agent to collect principal payments. TheIssuers shall pay principal, premium and interest in money of the United Statesof America that at the time of payment is legal tender for payment of public andprivate debts. Payments in respect of the Securities represented by a GlobalSecurity (including principal, premium and interest) shall be made by wiretransfer of immediately available funds to the accounts specified by TheDepository Trust Company. The Issuers will make all payments in respect of acertificated Security (including principal, premium and interest), by mailing acheck to the registered address of each Holder thereof; *provided*, *however*,that payments on the Securities may also be made, in the case of a Holder of atleast $1,000,000 aggregate principal amount of Securities, by wire transfer to aU.S. dollar account maintained by the payee with a bank in the United States ifsuch Holder elects payment by wire transfer by giving written notice to theTrustee or the Paying Agent to such effect designating such account no laterthan 30 days immediately preceding the relevant due date for payment (or suchother date as the Trustee may accept in its discretion).

        3. *Paying Agent and Registrar*. Initially,SunTrust Bank, a national banking corporation associated under the laws of theState of Georgia (the "**Trustee**"), will act as Paying Agent andRegistrar. The Issuers may appoint and change any Paying Agent, Registrar orcoregistrar without notice. An Issuer or 

H-5

 any domestically incorporated WhollyOwned Restricted Subsidiary of an Issuer may act as Paying Agent, Registrar orcoregistrar.

        4. *Indenture*. The Issuers issued the Securities under an Indenturedated as of November 22, 2004 (the "**Indenture**") among theIssuers and the Trustee. The terms of the Securities include those stated in theIndenture and those made part of the Indenture by reference to the TrustIndenture Act of 1939 (15 U.S.C. 77aaa-77bbbb) as in effect on the date of theIndenture (the "**TIA**"). Terms defined in the Indenture and notdefined herein have the meanings ascribed thereto in the Indenture. TheSecurities are subject to all terms and provisions of the Indenture, andSecurityholders are referred to the Indenture and the TIA for a statement ofsuch terms and provisions. In the event of any conflict between the terms ofthis Security and the terms of the Indenture, the Indenture shall govern.

        The Securities are senior unsecured obligations of the Issuers. The Issuersmay issue Additional Securities of any series pursuant to the Indenture. TheSecurities include the Original Securities, any Additional Securities and anyExchange Securities issued in exchange for Initial Securities. With respect toeach series of Securities, the Original Securities of such series, anyAdditional Securities of such series and all Exchange Securities of such seriesare treated as a single class of securities under the Indenture. The Indentureimposes certain limitations on the ability of the Issuers and the RestrictedSubsidiaries to, among other things, create or incur Liens or enter into saleand leaseback transactions. The Indenture also imposes limitations on theability of the Issuers to convey, transfer or lease all or substantially all ofthe assets of any Issuer.

        5. *Optional Redemption*. The 2034 Notes will be redeemable as awhole or in part, at the option of the Issuers at any time or from time to time,at a redemption price equal to the greater of (i) 100% of their principal amountor (ii) the sum of the present values of the Remaining Scheduled Payments (asdefined below) discounted to the date of redemption, on a semiannual basis(assuming a 360-day year consisting of twelve 30-day months), at a rate equal tothe sum of the Treasury Rate (as defined below) and 20 basis points.

        In the case of each of clause (i) and (ii), accrued interest will be payableredemption date.

        "**Treasury Rate**" means, with respect to any redemption date,(a) the yield, under the heading which represents the average for theimmediately preceding week, appearing in the most recently published statisticalrelease designated "H.15(519)" or any successor publication which ispublished weekly by the Board of Governors of the Federal Reserve System andwhich establishes yields on actively traded U.S. Treasury securities adjusted toconstant maturity under the caption "Treasury Constant Maturities,"for the maturity corresponding to the Comparable Treasury Issue (if no maturityis within three months before or after the remaining life (as defined in thedefinition of Comparable Treasury 

H-6

 Issue) of the Securities, yields for the twopublished maturities most closely corresponding to the Comparable Treasury Issuewill be determined and the Treasury Rate will be interpolated or extrapolatedfrom such yields on a straight line basis, rounding to the nearest month) or (b)if such release (or any successor release) is not published during the weekpreceding the calculation date or does not contain such yields, the rate perannum equal to the semiannual equivalent yield to maturity of the ComparableTreasury Issue, calculated using a price for the Comparable Treasury Issue(expressed as a percentage of its principal amount) equal to the ComparableTreasury Price for such redemption date.

        "**Comparable Treasury Issue**" means the United States Treasurysecurity selected by an Independent Investment Banker as having a maturitycomparable to the remaining term ("**remaining life**") of theSecurities of such series to be redeemed that would be utilized, at the time ofselection and in accordance with customary financial practice, in pricing newissues of corporate debt securities of comparable maturity to the remaining termof such Securities.

        "**Comparable Treasury Price**" means, with respect to anyredemption date, (1) the average of five Reference Treasury Dealer Quotationsfor such redemption date after excluding the highest and lowest of suchReference Treasury Dealer Quotations, or (2) if the Independent InvestmentBanker obtains fewer than five such Reference Treasury Dealer Quotations, theaverage of all such quotations.

        "**Reference Treasury Dealer**" means Citigroup Global MarketsInc. and J.P. Morgan Securities Inc. and their respective successors and, at theIssuers' option, three other nationally recognized investment banking firmsthat are primary dealers of U.S. Government securities in New York City (each, a"**Primary Treasury Dealer**"). If any of the foregoing shall ceaseto be a Primary Treasury Dealer, the Issuers shall substitute therefor anotherPrimary Treasury Dealer.

        "**Reference Treasury Dealer Quotations**" means, with respectto each Reference Treasury Dealer and any redemption date, the average, asdetermined by the Independent Investment Banker, of the bid and asked prices forthe Comparable Treasury Issue (expressed in each case as a percentage of itsprincipal amount) quoted in writing to the Independent Investment Banker at 5:00p.m., New York City time, on the third business day preceding such redemptiondate.

        "**Remaining Scheduled Payments**" means, with respect to anySecurity to be redeemed, the remaining scheduled payments of principal of andinterest on such Security that would be due after the related redemption datebut for such redemption. If such redemption date is not an interest payment datewith respect to such Security, the amount of the next succeeding scheduledinterest payment 

H-7

 on such Security will be reduced by the amount of interestaccrued on such note to such redemption date.

        "**Independent Investment Banker**" means either CitigroupGlobal Markets Inc. or J.P. Morgan Securities Inc., as specified by the Issuers,or, if neither of the foregoing is willing or able to select the ComparableTreasury Issue, an independent investment banking institution of nationalstanding appointed by the Issuers.

        6. *Sinking Fund.* The Securities are not subject to any sinkingfund.

        7. *Notice of Redemption*. Notice of redemption will bemailed by first- class mail at least 30 days but not more than 60 days beforethe redemption date to each Holder of Securities to be redeemed at his or herregistered address. Securities in denominations larger than $1,000 may beredeemed in part but only in whole multiples of $1,000. If money sufficient topay the redemption price of and accrued and unpaid interest on all Securities(or portions thereof) to be redeemed on the redemption date is deposited withthe Paying Agent on or before the redemption date and certain other conditionsare satisfied, on and after such date interest ceases to accrue on suchSecurities (or such portions thereof) called for redemption.

        8. *Denominations, Transfer, Exchange*. The Securities arein registered form without coupons in denominations of $1,000 and wholemultiples of $1,000. A Holder may transfer or exchange Securities in accordancewith the Indenture. Upon any transfer or exchange, the Registrar and the Trusteemay require a Holder, among other things, to furnish appropriate endorsements ortransfer documents and to pay any taxes required by law or permitted by theIndenture. The Registrar need not register the transfer of or exchange anySecurities selected for redemption (except, in the case of a Security to beredeemed in part, the portion of the Security not to be redeemed) or transfer orexchange any Securities for a period of 15 days prior to a selection ofSecurities to be redeemed or 15 days before an interest payment date.

        9. *Persons Deemed Owners*. The registered Holder of thisSecurity may be treated as the owner of it for all purposes.

        10. *Unclaimed Money*. If money for the payment of principal orinterest remains unclaimed for two years, the Trustee or Paying Agent shall paythe money back to the Issuers upon their written request unless an abandonedproperty law designates another Person. After any such payment, Holders entitledto the money must look only to the Issuers and not to the Trustee for payment.

        11. *Discharge and Defeasance*. Subject to certainconditions, the Issuers at any time may terminate some of or all theirobligations under the Securities and the Indenture if the Issuers deposit withthe Trustee money or U.S. 

H-8

 Government Obligations for the payment of principaland interest on the Securities to redemption or maturity, as the case may be.
*        12. *Amendment, Waiver.* Subject to certain exceptions set forth inthe Indenture, (i) the Indenture or the Securities may be amended without priornotice to any Securityholder but with the written consent of the Holders of amajority in aggregate principal amount of the outstanding Securities and (ii)any default or noncompliance with any provisions may be waived with the consentof the Holders of a majority in principal amount of the outstanding Securities.Subject to certain exceptions set forth in the Indenture, without the consent ofany Holder of Securities, the Issuers and the Trustee may amend the Indenture orthe Securities (i) to cure any ambiguity, omission, defect or inconsistency;(ii) to comply with Article 5 of the Indenture; (iii) to provide foruncertificated Securities in addition to or in place of certificated Securities;(iv) to add guarantees or co-obligors with respect to the Securities or tosecure the Securities; (v) to add to the covenants for the benefit of theSecurityholders or to surrender any right or power conferred upon the Issuers;(vi) to comply with the requirements of the SEC in order to effect or maintainthe qualification of the Indenture under the TIA; (vii) to make any change thatdoes not adversely affect the rights of any Securityholder; or (viii) to providefor the issuance of the Exchange Securities.

        13. *Defaults and Remedies*. If an Event of Default occurs(other than an Event of Default relating to certain events of bankruptcy,insolvency or reorganization of any Issuer) and is continuing, the Trustee orthe Holders of at least 25% in principal amount of the outstanding Securitiesmay declare the principal of and accrued but unpaid interest on all theSecurities to be due and payable. If an Event of Default relating to certainevents of bankruptcy, insolvency or reorganization of any Issuer occurs, theprincipal of and interest on all the Securities shall become immediately due andpayable without any declaration or other act on the part of the Trustee or anyHolders. Under certain circumstances, the Holders of a majority in principalamount of the outstanding Securities may rescind any such acceleration withrespect to the Securities and its consequences.

        If an Event of Default occurs and is continuing, the Trustee shall be underno obligation to exercise any of the rights or powers under the Indenture at therequest or direction of any of the Holders unless such Holders have offered tothe Trustee reasonable indemnity or security against any loss, liability orexpense. Except to enforce the right to receive payment of principal, premium(if any) or interest when due, no Holder may pursue any remedy with respect tothe Indenture or the Securities unless (i) such Holder has previously given theTrustee notice that an Event of Default is continuing, (ii) Holders of at least25% in principal amount of the outstanding Securities have requested in writingthat the Trustee pursue the remedy, (iii) such Holders have offered the Trusteereasonable security or indemnity against any loss, liability or expense, (iv)the Trustee 

H-9

 has not complied with such request within 60 days after the receiptof the request and the offer of security or indemnity and (v) the Holders of amajority in principal amount of the outstanding Securities have not given theTrustee a direction inconsistent with such request within such 60-day period.Subject to certain restrictions, the Holders of a majority in principal amountof the outstanding Securities may direct the time, method and place ofconducting any proceeding for any remedy available to the Trustee or ofexercising any trust or power conferred on the Trustee. The Trustee, however,may refuse to follow any direction that conflicts with law or the Indenture orthat the Trustee determines is unduly prejudicial to the rights of any otherHolder or that would subject the Trustee to personal liability. Prior to takingany action under the Indenture, the Trustee shall be entitled to indemnificationsatisfactory to it in its sole discretion against all losses and expenses causedby taking or not taking such action.

        14. *Trustee Dealings with the Issuer*.Subject to certain limitations imposed by the TIA, the Trustee under theIndenture, in its individual or any other capacity, may become the owner orpledgee of Securities and may otherwise deal with and collect obligations owedto it by the Issuers or their Affiliates and may otherwise deal with the Issuersor their Affiliates with the same rights it would have if it were not Trustee.

        15. *No Recourse Against Others*. A director,officer, employee or stockholder, as such, of any Issuer shall not have anyliability for any obligations of such Issuer under the Securities or theIndenture or for any claim based on, in respect of or by reason of suchobligations or their creation. By accepting a Security, each Securityholderwaives and releases all such liability. The waiver and release are part of theconsideration for the issue of the Securities.

        16. *Authentication*. This Security shall not be valid until anauthorized signatory of the Trustee (or an authenticating agent) manually signsthe certificate of Authentication on the other side of this Security.

        17. *Abbreviations*. Customary abbreviations may be used in the name ofa Securityholder or an assignee, such as TEN COM (= tenants in common), TEN ENT(= tenants by the entireties), JT TEN (= joint tenants with rights ofsurvivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

        18. *Governing Law*. THIS SECURITY SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THATTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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        19. *CUSIP Numbers*. Pursuant to a recommendation promulgated bythe Committee on Uniform Security Identification Procedures, the Issuers havecaused CUSIP numbers to be printed on the Securities and have directed theTrustee to use CUSIP numbers in notices of redemption as a convenience toSecurityholders. No representation is made as to the accuracy of such numberseither as printed on the Securities or as contained in any notice of redemptionand reliance may be placed only on the other identification numbers placedthereon.

        The Issuers will furnish to any Holder of Securities upon written request andwithout charge to the Holder a copy of the Indenture which has in it the text ofthis Security.

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**ASSIGNMENT FORM**
To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________

(Print or type assignee's name, address and zip code)

________________________________________________________________

(Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint _________________ agent to transfer this Security onthe books of the Issuers. The agent may substitute another to act for him.

Date: _________________

Your Signature: ________________

Sign exactly as your name appears on the other side of this Security.Signature must be guaranteed by a participant in a recognized signature guarantymedallion program or other signature guaranteed acceptable to the Trustee.

H-12
**TO BE ATTACHED TO GLOBAL SECURITIES

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY**
        The initial principal amount of this Global Security is $                    .The following increases or decreases in this Global Security have been made:

        Amount of decrease in Principal Amount of this Global Security

        Amount of increase in Principal Amount of this Global Security

        Principal Amount of this Global Security following such decrease or    increase

        Signature of authorized signatory of Trustee or Securities Custodian

H-13
**EXHIBIT I

FORM OF TRANSFEREE LETTER OF REPRESENTATIONFOR 2034 NOTES**
Ladies and Gentlemen:

        This certificate is delivered to request a transfer of $__________ principalamount of the 6.125% Senior Notes due 2034 (the "**Notes**") ofJones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones ApparelGroup USA, Inc., Nine West Footwear Corporation and Jones Retail Corporation(the "**Issuers**").

        Upon transfer, the Securities would be registered in the name of the newbeneficial owner as follows:

        Name:________________________________

        Address:_______________________________

        Taxpayer ID Number:_____________________

        The undersigned represents and warrants to you that:

        1. We are an institutional "**accredited investor**" (as definedin Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended(the "**Securities Act**")), purchasing for our own account or forthe account of such an institutional "**accredited investor**" atleast $250,000 principal amount of the Securities, and we are acquiring theSecurities not with a view to, or offer or sale in connection with, anydistribution in violation of the Securities Act. We have such knowledge andexperience in financial and business matters as to be capable of evaluating themerits and risks of our investment in the Securities, and we invest in orpurchase securities similar to the Securities in the normal course of ourbusiness. We, and any accounts for which we are acting, are each able to bearthe economic risk of our or its investment.

        2. We understand that the Securities have not been registered under theSecurities Act and, unless so registered, may not be sold except as permitted inthe following sentence. We agree on our own behalf and on behalf of any investoraccount for which we are purchasing Securities to offer, sell or otherwisetransfer such Securities prior to the date that is two years after the later ofthe date of original issue and the last date on which an Issuer or any affiliateof an Issuer was the owner of such Securities (or any predecessor thereto) (the"**Resale Restriction Termination Date**") only (a) to an Issuer,(b) pursuant to a registration statement that has been declared effective underthe Securities Act, (c) in a transaction complying with the requirements of Rule144A under the Securities Act ("**Rule 144A**"), to a Person wereasonably believe is a qualified 

I-1

 institutional buyer under Rule 144A (a "**QIB**")that is purchasing for its own account or for the account of a QIB and to whomnotice is given that the transfer is being made in reliance on Rule 144A, (d) inan offshore transaction within the meaning of, and in compliance with,Regulation S under the Securities Act, (e) to an institutional "**accreditedinvestor**" within the meaning of Rule 501(a)(1), (2), (3) or (7) underthe Securities Act that is purchasing for its own account or for the account ofsuch an institutional "**accredited investor,**" in each case inminimum principal amount of Securities of $250,000, or (f) pursuant to any otheravailable exemption from the registration requirements of the Securities Act,subject in each of the foregoing cases to any requirement of law that thedisposition of our property or the property of such investor account or accountsbe at all times within our or their control and in compliance with anyapplicable state securities laws. The foregoing restrictions on resale will notapply subsequent to the Resale Restriction Termination Date. If any resale orother transfer of the Securities is proposed to be made pursuant to clause (e)above prior to the Resale Restriction Termination Date, the transferor shalldeliver a letter from the transferee substantially in the form of this letter tothe Issuers and the Trustee, which shall provide, among other things, that thetransferee is an institutional "**accredited investor**" within themeaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that itis acquiring such Securities for investment purposes and not for distribution inviolation of the Securities Act. Each purchaser acknowledges that the Issuersand the Trustee reserve the right prior to the offer, sale or other transferprior to the Resale Termination Date of the Securities pursuant to clause (d),(e) or (f) above to require the delivery of an opinion of counsel,certifications or other information satisfactory to the Issuers and the Trustee.

TRANSFEREE:

By:  ___________________________**************************