**EXHIBIT 10.5**

FORM OF RESTRICTED STOCK AGREEMENT

JONES APPAREL GROUP, INC.RESTRICTED STOCK AGREEMENT

        THIS AGREEMENTdated as of ____________, 2005 between JONES APPAREL GROUP, INC., a Pennsylvaniacorporation (the "Company") with the person executing this Agreement(the "Employee").

        TheCompany has adopted a 1999 Stock Incentive Plan (the "Plan"). ThePlan, as it has been amended to date and may hereafter be amended and continued,is incorporated herein by reference and made part of this Agreement.

        TheCommittee, which is charged with the administration of the Plan pursuant toSection 3 thereof, has determined that it would be to the advantage and interestof the Company to grant the award provided for herein to the Employee as aninducement to remain in the service of the Company or one of its subsidiaries,and as an incentive for increased efforts during such service.

        In considerationof mutual promises and covenants made herein and the mutual benefits to bederived herefrom, the parties hereto agree as follows:

        1. *Grant ofRestricted Shares*.

           (a) Subject to the provisions of this Agreement and to the provisions of thePlan, the Company hereby grants to the Employee that number of shares ofrestricted Common Stock of the Company, par value $.01 per share, set forth on AnnexI attached hereto (the "Restricted Shares"). Subject to Section 3,certificates evidencing the Restricted Shares shall be issued by the Company andregistered in the name of the Employee on the stock transfer books of theCompany. However, certificates issued with respect to Restricted Shares shall beheld by the Company in escrow under the terms hereof. Such certificates shallbear the legend set forth in subsection (c) below or such other appropriatelegend as the Committee shall determine, which legend shall be removed only ifand when the Restricted Shares vest as provided herein, at which time thecertificates shall be delivered to the Employee. As a condition to the issuanceof Shares hereunder, the Employee shall deliver to the Company the attachedstock powers duly endorsed in blank. Upon the issuance of Restricted Shareshereunder, the Employee shall be entitled to vote the Restricted Shares, andshall be entitled to receive, free of all restrictions, ordinary cash dividendsand dividends in the form of shares thereon. The Employee will not be requiredto return any such ordinary dividends to the Company in the event of forfeitureof such Restricted Shares. The Employee's right to receive any extraordinarydividends or other distributions with respect to Restricted Shares prior totheir becoming nonforfeitable shall be at the sole discretion of the Committee,but in the event of any such extraordinary event, the Committee shall take suchaction as is appropriate to preserve the value of, and prevent the unintendedenhancement of the value of, the Restricted Shares.

           (b) In order to comply with any applicable securities laws, the Company mayrequire the Employee (i) to furnish evidence satisfactory to the Company(including a written and signed

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representation letter) to the effect that the RestrictedShares were acquired for investment only and not for resale or distribution and(ii) to agree that the Restricted Shares shall only be sold by the Employeefollowing registration under the Securities Act of 1933, as amended, or pursuantto an exemption therefrom.

           (c) Unless otherwise determined by the Committee, any certificate issued inrespect of the Restricted Shares prior to the lapse of any outstandingrestrictions relating thereto shall bear the following legend:

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The sale, transfer, alienation, attachment, assignment,      pledge or encumbrance of the shares of stock represented hereby are      subject to the terms and conditions (including forfeiture) of the Jones      Apparel Group, Inc. 1999 Stock Incentive Plan and an Agreement entered      into by the registered owner and the Company dated as of ___________,      2005. Copies of such Plan and Agreement are on file at the offices of the      Company. Any attempt to dispose of these shares in contravention of the      applicable restrictions, including by way of sale, assignment, transfer,      pledge, hypothecation or otherwise, shall be null and void and without      effect."

        2. *Vesting*.

        Subjectto Section 3 hereof, the restrictions on transfer of the Restricted Shares shalllapse and the Restricted Shares shall become vested and nonforfeitable asfollows:

           (a) See Annex I attached hereto.

           (b) In the event of (i) the dissolution or liquidation of the Company, or (ii)the disposition by the Company of substantially all of the assets or stock of asubsidiary of which the Employee is then an employee, officer or director,consultant, adviser, agent or independent representative or if (iii) a"change in control" (as defined in the Plan) of the Company hasoccurred or is about to occur, then, if the Committee shall so determine, anyRestricted Shares not forfeited prior to the change in control shall becomeimmediately and fully vested, and the Committee shall have sole discretion towaive automatic forfeitures, if any, arising from the change in control.

        3. *Terminationof Employment.*
        Except as providedin Paragraph 4 hereof, Restricted Shares shall not vest unless the Employee isthen an employee (including directors and officers who are employees), directoror officer of the Company or any subsidiary of the Company, or a consultant,advisor, agent or independent representative of the Company or any subsidiary ofthe Company, or any combination thereof and unless the Employee has remainedcontinuously so employed since the date of grant of the Restricted Shares.

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        In the event thatthe employment of the Employee shall terminate (other than by reason of death,Disability or Retirement), all unvested Restricted Shares shall be forfeited andbe immediately transferred to, and reacquired by, the Company at no cost to theCompany.

        4. *Accelerationof Benefits upon Death, Disability or Retirement of Employee or Change inControl.*
        The period ofrestrictions applicable to all unvested Restricted Shares shall terminate on thedate of termination of employment by reason of retirement, disability (as suchterms are defined in the Plan) or death or, if the Committee shall so determine,upon a change in control (as defined in the Plan).

        5. *Nontransferabilityof Restricted Shares.*
        The RestrictedShares are not nontransferable and may not be sold, assigned, transferred,disposed of, pledged or otherwise encumbered by the Employee, other than by willor the laws of descent and distribution until such Restricted Shares becomenonforfeitable in accordance with the provisions of this Agreement. Any Employee'ssuccessor (a "Successor") shall take rights herein granted subject tothe terms and conditions hereof. No such transfer of the Restricted Shares toany Successor shall be effective to bind the Company unless the Company shallhave been furnished with written notice thereof and a copy of such evidence asthe Committee may deem necessary to establish the validity of the transfer andthe acceptance by such Successor of the terms and conditions hereof.

        6. *No Right toContinued Employment.*
        Nothing in thisAgreement or the Plan shall confer upon the Employee any right to continue inthe employ of the Company or any of its affiliate corporations or interfere inany way with the right of the Company or any such affiliate corporation toterminate such employment at any time.

        7. *Withholding*.

        The Employee shallpay to the Company promptly upon request, and in any event at the time theEmployee recognizes taxable income in respect of the Restricted Shares, anamount equal to the taxes the Company determines it is required to withholdunder applicable tax laws with respect to the Restricted Shares. Such paymentshall be made in the form of cash, shares of Common Stock already owned for atleast six months, or in a combination of such methods, as irrevocably elected bythe Employee prior to the applicable tax due date with respect to suchRestricted Shares. The Employee shall promptly notify the Company of anyelection made pursuant to Section 83(b) of the Code.

        8. *Effect ofCertain Changes*.

        Notwithstandingany other provision of the Plan, in the event of a change in the outstandingCommon Stock of the Company by reason of a stock dividend, split-up, split-down,

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reverse split, recapitalization, merger, consolidation,combination or exchange of shares, spin-off, reorganization, liquidation or thelike, then the Committee may appropriately adjust the aggregate number of sharesand class of shares subject to this award, whose determination shall beconclusive.

        9. *Payment ofTransfer Taxes, Fees, and Other Expenses*.

        The Company agreesto pay any and all original issue taxes and stock transfer taxes that may beimposed on the issuance of the Restricted Shares acquired pursuant to thisAgreement, together with any and all the fees and expenses necessarily incurredby the Company in connection therewith.

        10. *OtherRestrictions*.

        The vesting ofeach Restricted Share shall be subject to the requirement that, if at any timethe Committee shall determine that (i) the listing, registration orqualification of the shares of Common Stock subject or related thereto upon anysecurities exchange or under any state of federal law, or (ii) the consent orapproval of any government regulatory body, or (iii) an agreement by theEmployee with respect to the disposition of shares of Common Stock, is necessaryor desirable as a condition of, or in connection with, such vesting, then in anysuch event, such vesting shall not be effective unless such listing,registration, qualification, consent, approval or agreement shall have beeneffected or obtained free of any conditions not acceptable to the Committee.

        11. *Notices*.

        Any notices to begiven under the terms of this Agreement shall be in writing and addressed to theCompany at in care of its Chief Operating and Financial Officer, 250 RittenhouseCircle, Bristol, Pennsylvania 19007 and any notice to the Employee shall beaddressed to him at his address now on file with the Company, or to such otheraddress as either may last have designated to the other by notice as providedherein. Any notice so addressed shall be deemed to be given on the secondbusiness day after mailing, by registered or certified mail, at a post office orbranch post office within the United States.

        12. *Effect ofAgreement*.

        Except asotherwise provided hereunder, this Agreement shall be binding upon and shallinure to the benefit of any successor or successors of the Company.

        13. *LawsApplicable to Construction*.

        This Agreement hasbeen granted, executed and delivered in the State of Pennsylvania, and theinterpretation, performance and enforcement of this Agreement shall be governedby the laws of the State of Pennsylvania, as supplied to contracts executed inand performed wholly within the State of Pennsylvania.

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        14. *Conflictsand Interpretation*.

        If there is anyconflict between this Agreement and the Plan, or if there is any ambiguity inthis Agreement, any term which is not defined in this Agreement, or any matteras to which this Agreement is silent, in any such case the Plan shall governincluding, without limitation, the provisions thereof pursuant to which theCommittee has the power, among others, to (i) interpret the Plan, (ii)prescribe, amend and rescind rules and regulations relating to the Plan and(iii) make all other determinations deemed necessary or advisable for theadministration of the Plan. In the event that any question or controversy shallarise with respect to the nature, scope or extent of any one or more rightsconferred by this award, the determination by the Committee (as constituted atthe time of such determination) of the rights of the Employee shall beconclusive, final and binding upon the Employee and upon any other person whoshall assert any right pursuant to this award.

        15. *Headings*.

        The headings ofparagraphs herein are included solely for convenience of reference and shall notaffect the meaning or interpretation of any of the provisions of this Agreement.

        16. *Amendment*.

        This Agreement maynot be modified, amended or waived in any manner except by an instrument inwriting signed by both parties hereto. The waiver by either party of compliancewith any provision of this Agreement shall not operate or be construed as awaiver of any other provision of this Agreement, or of any subsequent breach bysuch party of a provision of this Agreement.

        IN WITNESSWHEREOF, the Company has caused this Agreement to be executed on its behalf by aduly authorized officer and the Employee has hereunto set his hand.

JONES APPAREL GROUP, INC.

By:  _____________________

 

EMPLOYEE:

_________________________

Employee
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**ANNEX I**
[Insert]

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