**EXHIBIT 10.23**

**EMPLOYMENT AGREEMENT**
    AGREEMENT made October 1, 2001 by and between JONES APPAREL GROUP, INC., aPennsylvania corporation (the "Company"),and RHONDA BROWN (the "Executive").

**W I T N E S S E T H:**
    WHEREAS, the Company wishes to employ the Executive, and the Executive wishesto enter employment with the Company on the terms and conditions hereinafter setforth.
**    NOW, THEREFORE, it is agreed as follows:

    1. **Employment.** During the term of this Agreement, the Company shallemploy the Executive as the President and Chief Executive Officer of the Company'sFootwear, Accessories & Retail Group (the "FAR Group"), whichpresently is comprised of the United States and international wholesale andretail operations of its Nine West Group Inc. ("NWG") subsidiary, andas the President and Chief Executive Officer of NWG, with overall responsibilityfor and authority over all of the operations of the FAR Group. During Executive'semployment, the Company shall also elect Executive to the board of directors ofeach of NWG and NWG's subsidiaries. The Executive shall report directly to theExecutive Management Committee of the Company. During the Term of thisAgreement, and excluding any periods of vacation and sick leave to which theExecutive is entitled, the Executive agrees to devote all of Executive'sbusiness time and attention to the business affairs of the Company, and toperform such responsibilities in a professional manner. Notwithstanding theforegoing, during the Term of this Agreement, it shall not be a violation ofthis Agreement for the Executive to (a) serve on civic or charitable boards orcommittees; (b) deliver lectures, fulfill speaking engagements or teach ateducational institutions; (c) serve as a non-employee member of a board ofdirectors of a business entity which is not competitive with the Company and asto which the Board of Directors of the Company has given its consent; and (d)attend to personal business, so long as such activities do not interfere withthe performance of the Executive'sresponsibilities as a senior executive of the Company in accordance with thisAgreement.

    2.  **Term.** The Executive shall be employed for the period (the"Initial Term") commencing October 22, 2001 and ending on December 31,2004 (the "Expiration Date"),as renewed in accordance with the following sentence (the "Term").The Executive's employment willcontinue, and this Agreement will be automatically extended without limitation,for successive 12-month periods commencing January 1 and ending December 31 (a"Contract Year"), unless either party to this Agreement advisesthe other in writing, no later than December 

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 31, 2002 and each December 31thereafter, that such party does not wish to extend (a "Non-extensionNotice"). If this Agreement shall beso extended, the "Expiration Date"shall mean the then applicable extended "ExpirationDate", and the "Term"shall mean the period commencing December 17, 2001 and ending on the thenapplicable extended "Expiration Date".

For example, (i) if by December 31, 2002, neither party has given aNon-extension Notice to the other, the Term will be automatically extendedthrough December 31, 2005, and (ii) if the Term is so extended through December31, 2005, then if by December 31 , 2003, neither party has given a Non-extensionNotice to the other, the Term will be automatically extended through December31, 2006.

    3.  **Salary, Retirement Plans, Fringe Benefits and Allowances; CommencementBonus.**
    (a) Throughout the Term, the Executive shall receive a salary at the annualrate of not less than $1,000,000. The Executive'ssalary shall be payable at such regular times and intervals as the Companycustomarily pays its senior executives from time to time, but no less frequentlythan once a month.

    (b) During the Term, the Executive shall be eligible to participate in allsavings and retirement plans, practices, policies and programs to the extentapplicable generally to other senior executives of the Company.

    (c) During the Term, the Executive and/or the Executive'sfamily, as the case may be, shall be eligible for participation in and shallreceive all benefits under welfare, fringe and other benefit plans, practices,policies and programs provided by the Company (including, without limitation,medical, prescription drug, dental, disability, accidental death and travelaccident insurance plans and programs) to the extent applicable generally toother senior executives of the Company.

    (d) The Executive shall be entitled to an aggregate of four (4) weeks paidvacation during each Contract Year. The Executive shall also be entitled to thebenefits of the Company's policiesrelating to sick leave and holidays.

    (e) The Executive shall have all expenses reasonably incurred by Executive onbehalf of the Company reimbursed by the Company in accordance with the Company'sstandard policies and practices. The Executive shall be entitled to first classseating for air travel on Company business. The Company shall provide theExecutive with a Company-paid automobile and driver for her use in performingher services hereunder.

    (f) The Company shall make available to the Executive all perquisites thatare made available to senior executives of the Company.

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    (g) In addition to any other compensation provided for herein, the Companyshall pay to Executive $25,000 no later than 10 days following Executive'scommencement of work hereunder.
**    4.  **Bonus.** Executive shall participate in the Company'sExecutive Annual Incentive Plan (the "BonusPlan"), pursuant to which theExecutive will be entitled to receive an annual bonus payment for each fullContract Year of employment which ends prior to the Expiration Date andthroughout which the Executive has been employed by the Company, conditionedupon the attainment of annual criteria and objectives established forparticipants in the Bonus Plan. The granting of such bonus shall be in thediscretion of the Compensation Committee of the Company's Board of Directors,but is anticipated to be within the range of the Target Bonus.

    5.  **Stock Options.** (a) On October 22, 2001, the Stock Option Committeeof the Board of Directors of the Company shall grant to the Executive an optionto purchase 250,000 shares of the Company's common stock ("CommonShares") at an exercise price equal to the fair market value of the commonstock at the close of business on October 22, 2001 and vesting ratably on thefirst three anniversaries of the date of grant, and on the additional terms andconditions contained in the form of stock option agreement annexed hereto andconsistent with the provisions of Section 5(b)(iii)-(iv) hereof.

        (b) In addition to the grant on October 22, 2001, and subject to the absoluteauthority of the Stock Option Committee of the Board of Directors of the Companyfrom time to time to grant (or not to grant) to eligible individuals options topurchase common stock of the Company ("Options"),it is the intention of the Company and the expectation of the Executive thatwhile the Executive is employed hereunder, the Executive will receive Optionsannually (in addition to those described in Section 5(a) hereof), on thefollowing terms and conditions (and any Options so granted shall be subject tothe following terms and conditions, which shall govern any conflicts in theterms hereof with any terms and conditions in any stock option agreement):

        (i) Target awards will be in an amount (plus or minus 25%) equal to 150% ofExecutive's salary;

        (ii) For purposes of determining the number of shares subject to a givenOption grant, the value of such Option shall be determined using the Black-Scholesvaluation method, or another generally recognized valuation method which isbeing used uniformly by the Company for its senior executives;

        (iii) The exercise price per share of the Options shall be the fair marketvalue of the common stock on the date of grant, and the Options shall expire onthe tenth anniversary of the date of grant; and

        (iv) The Options shall vest ratably on the first three anniversaries of thedate of grant; provided, however, that all Options (and all other options topurchase Common Shares 

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 then held by the Executive) which are not then vestedshall become fully vested and immediately exercisable during the remainingoriginal term of the option, upon the occurrence of any of the following events("Acceleration Events"):Executive's Retirement, death,Disability, a Change in Control, and termination of Executive'semployment by the Company without Cause or by the Executive for Good Reason; and

        (v) The Options shall be granted on such other terms and conditions as aregenerally made applicable to Options granted to the other senior executives ofthe Company.

    6.  **Termination of Employment.**

        (a) **By the Company for Cause, or by the Executive without Good Reason.**The Company may terminate the Executive'semployment for Cause (as defined herein), and the Executive may resign withoutGood Reason (as defined herein), before the Expiration Date. If the Executive'semployment is terminated for Cause, or if Executive resigns during the Termwithout Good Reason (as defined below), the Company shall pay to the Executiveany unpaid salary through the date of termination and any bonus earned in theprior Contract Year but not yet paid, as well as reimburse the Executive for anyunpaid reimbursable expenses incurred on behalf of the Company, and thereafterthe Company shall have no additional obligations to the Executive under thisAgreement.

        (b) **Death or Disability; Retirement.** (i) If the Executive'semployment terminates before the Expiration Date because of Executive'sdeath or Disability (as defined herein), the Company shall pay Executive orExecutive's duly appointed personalrepresentative, as the case may be, (i) any unpaid salary through the date ofdeath or the Disability Termination Date (as defined herein) and any bonusearned in the prior Contract Year but not yet paid, as well as reimbursement ofany unpaid reimbursable expenses incurred on behalf of the Company, (ii) anamount equal to Executive's monthlysalary during each of the six (6) months following Executive'sdeath or the Disability Termination Date, and (iii) the Median Target Bonus forthe Contract Year in which Executive dies or becomes Disabled, prorated for theportion of such year preceding Executive'sdeath or the Disability Termination Date, which shall be paid not later than 120days after the end of such year. Except as set forth in this Section 6(b), theCompany shall have no additional obligations to the Executive under thisAgreement in the event of Executive'stermination of employment under this Section 6(b).

            (ii) In addition to the foregoing and notwithstanding any other agreementbetween the Executive and the Company, all options to purchase the Company'scommon stock which were held by the Executive at the time of the Executive'sRetirement, death or the Disability Termination Date, shall become fullyexercisable and shall remain exercisable by the Executive or by the Executive'sestate or her representative, as the case may be, during the remaining originalterm of the option in the case of the Executive'sRetirement or Disability, or during the 3-year period following the date of theExecutive's death.

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        (c) **By the Company without Cause, or by the Executive for GoodReason.** (i) The Company may terminate the Executive'semployment before the Expiration Date without Cause, and the Executive mayterminate Executive's employmentbefore the Expiration Date for Good Reason, upon 30-days written notice to theother party. If the Executive'semployment is so terminated by the Company without Cause, or by the Executivefor Good Reason, as the case may be, the Company shall pay and provide to theExecutive (i) any unpaid salary through the date of termination and any bonusearned in the prior Contract Year but not yet paid, as well as reimbursement ofany unpaid reimbursable expenses incurred on behalf of the Company, (ii) theMedian Target Bonus for the Contract Year in which termination occurs, proratedfor the portion of such year preceding termination (payable no later than the 30thday immediately following termination of employment), (iii) during each month ofthe Severance Period (as defined below), an amount equal to the sum of (x)Executive's monthly salary at the ratein effect immediately preceding termination and (y) one-twelfth of the Executive'sMedian Target Bonus for the Contract Year in which termination occurs, (iv)throughout the Severance Period, continuation of Executive'sparticipation (including the Company'scontributions thereto) in all benefit plans and practices in which Executive wasparticipating immediately preceding termination, and (v) reimbursement to theExecutive for up to $10,000 of executive outplacement services. Except as setforth in this Subsection 6(c), the Company shall not have any additionalobligations to the Executive under this Agreement in the event of Executive'stermination of employment under this Subsection 6(c).

            (ii) In addition to the foregoing and notwithstanding any other agreementbetween the Executive and the Company, all options to purchase the Company'scommon stock which were held by the Executive at the time of the termination ofthe Executive's employment by theCompany without Cause or by the Executive for Good Reason (whether or notfollowing a Change of Control), shall become fully exercisable and shall remainexercisable for the same period following termination as would apply if theExecutive's employment had notterminated.

        (d) **Change in Control.** If, following a "Changein Control" (as defined herein) andprior to the Expiration Date, the Company terminates the Executive'semployment without Cause, or the Executive terminates employment hereunder forGood Reason, the Company shall pay to the Executive, within 20 days followingtermination, (i) any unpaid salary through the date of termination and any bonusearned in the prior Contract Year but not yet paid, as well as reimbursement ofany unpaid reimbursable expenses incurred on behalf of the Company, (ii) theHigher Point Target Bonus for the Contract Year in which termination occurs,prorated for the portion of such year preceding termination, (iii) a lump-sumpayment equal to (x) 200% of Executive'syearly salary at the rate in effect immediately preceding termination multipliedby (y) the Severance Multiple (as defined herein), and (iv) a lump-sum equal tothe Company's cost for healthinsurance, life insurance and retirement benefits for the Severance Period.

        (e) As used herein:

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            (i) the term "Cause"shall mean (v) the Executive'scommission of a proven act of fraud or dishonesty or a crime involving money orother property of the Company; (w) the Executive'sconviction of a felony or a plea of guilty or *nolo contendere* to anindictment for a felony; (x) if, in carrying out Executive'sduties hereunder, the Executive engages in conduct which constitutes willfulmisconduct or gross negligence; (y) the Executive'sfailure to carry out a lawful order of the Board of Directors of the Company orits Chief Executive Officer or its Executive Management Committee; or (z) amaterial breach by the Executive of this Agreement. Any act or failure to act onthe part of the Executive which is based upon authority given pursuant to aresolution duly adopted by the Board of Directors of the Company or authorizedin writing by the Chief Executive Officer of the Company or its ExecutiveManagement Committee, or based upon the advice of counsel for the Company, shallnot constitute Cause as used herein. For purposes of this provision only, abreach shall be "material"if it is demonstrably injurious to the Company, its affiliates or any of itsrespective business units, financially or otherwise.

            Cause shall not exist unless and until the Company (i) has delivered to theExecutive a written Notice of Termination that specifically identifies theevents, actions, or non-actions, as applicable, that the Company believesconstitute Cause hereunder, and, in the case of termination for Cause underclauses (x), (y) or (z) above, the Executive has been provided with anopportunity to cure the offending conduct (if curable) within 30 days afterdelivery of the written Notice of Termination, and has not so cured such conduct(if curable), and (ii) the Executive has been provided an opportunity to beheard (with counsel) by the Board within 30 days after delivery of the notice ofTermination; provided, however, that in the case of termination for Cause underclauses (x), (y), and (z) above, the date of termination shall be no earlierthan 35 days after delivery of the Notice of Termination.

                       (ii) the term "Good            Reason" shall mean any one            of the following:

                               (1) a material breach of the Company's                obligations under this Agreement, which breach has not been                cured within 20 business days after the Company's                receipt of written notice from the Executive of such breach;

                               (2) a reduction in the Executive's                then annual base salary;

               (3) the relocation of the Executive'soffice to a location (other than in Manhattan) further from 1411 Broadway, NewYork, New York than is NWG's presentoffice in White Plains, New York;

               (4) the failure to pay the Executive any undisputed portion of the Executive'scompensation within 15 business days after the date of receipt of written noticethat such compensation or payment is due;

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               (5) the failure to continue in effect any compensation or benefit plan inwhich the Executive is participating, unless either (i) an equitable arrangement(embodied in an ongoing substitute or alternative plan) has been made withrespect to such plan; or (ii) the failure to continue the Executive'sparticipation therein (or in such substitute or alternative plan) does notdiscriminate against the Executive, both with respect to the amount of benefitsprovided and the level of the Executive'sparticipation, relative to other similarly situated participants;

               (6) a reduction in the Executive'stitle and status as President and Chief Executive Officer of the FAR Group, oras President and Chief Executive Officer of NWG, or any change in the Executive'sstatus as reporting directly to the Executive Management Committee of theCompany (other than a change pursuant to which the Executive is reporting toeither the Chief Executive Officer of the Company or to the Company's Board ofDirectors); or the assignment to the Executive of any duties materiallyinconsistent with the Executive'spositions (including, without limitation, status, office, titles and reportingrequirements), authority, duties or responsibilities as contemplated by Section1 of this Agreement, or any other action by the Company which results in amaterial diminution in such positions, authority, duties or responsibilities,excluding for this purpose any action not taken in bad faith and which isremedied by the Company no later than thirty (30) days after written notice bythe Executive; or

               (7) any purported termination by the Company of the Executive'semployment otherwise than as expressly permitted in this Agreement.

            (iii) the terms "Disabled" or "Disability"shall mean the Executive's physical ormental incapacity which renders the Executive incapable, even with a reasonableaccommodation by the Company, of performing the essential functions of theduties required of Executive by this Agreement for one hundred twenty (120) ormore consecutive days; the term "DisabilityTermination Date" shall mean the dateas of which the Executive's employmentwith the Company is terminated, either by the Executive or by the Company,following the suffering of a Disability by the Executive.

                       (iv) the term "Severance            Period" shall mean the            period commencing with the termination of the Executive's            employment and ending with the Expiration Date, as renewed in            accordance with Section 2 hereof.

                       (v) the term "Severance            Multiple" shall mean 3            times.

            (vi) A "Change in Control"shall have the same meaning as in the Company's1999 Stock Incentive Plan, as in effect on the date hereof.

            (vii) the term "Target Bonus"shall mean a range of from 50% (the "Lower Point Target Bonus") to100% (the "Higher Point Target Bonus") of Executive'sannual salary for any given Contract Year during the Term. The term "MedianTarget Bonus" shall mean 75% of Executive's annual salary for any givenContract Year during the Term.

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            (viii) the term "Retirement"shall mean voluntary retirement by the Executive after attaining age 55 with 10years of service with the Company, or, if the Executive has not attained age 55and/or has less than 10 years of service with the Company, the Companydetermines that circumstances exist that warrant the granting of Retirementstatus.

        (f) The Executive shall have no obligation to seek other employment orotherwise mitigate the Company'sobligations to make payments under this Section 6, and the Company'sobligations shall not be reduced by the amount, if any, of other compensation orincome earned or received by the Executive after the effective date of Executive'stermination.

    7.  **Effect of Section 280G of the Internal Revenue Code.**

    (a) Notwithstanding any other provision of this Agreement to the contrary,and except as provided in Section 7(b), to the extent that any payment ordistribution of any type to or for the benefit of the Executive by the Company(or by any affiliate of the Company, any person or entity who acquires ownershipor effective control of the Company or ownership of a substantial portion of theCompany's assets (within the meaningof Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"),and the regulations thereunder), or any affiliate of such person or entity,whether paid or payable or distributed or distributable pursuant to the terms ofthis Agreement or otherwise (the "TotalPayments"), is or will be subject tothe excise tax imposed under Section 4999 of the Code (the "ExciseTax"), then the Total Payments shallbe reduced (but not below zero) if and to the extent that a reduction in theTotal Payments would result in the Executive retaining a larger amount, on anafter-tax basis (taking into account federal, state and local income taxes andthe Excise Tax), than if the Executive received the entire amount of such TotalPayments. Unless the Executive shall have given prior written notice specifyinga different order to the Company to effectuate the foregoing, the Company shallreduce or eliminate the Total Payments, by first reducing or eliminating theportion of the Total Payments which are not payable in cash and then by reducingor eliminating cash payments, in each case in reverse order beginning withpayments or benefits which are to be paid the farthest in time from theDetermination (as defined herein). Any notice given by the Executive pursuant tothe preceding sentence shall take precedence over the provisions of any otherplan, arrangement or agreement governing the Executive'srights and entitlements to any benefits or compensation.

    (b) The determination of whether the Total Payments shall be reduced asprovided in this Section 7 and the amount of such reduction shall be made at theCompany's expense by an accountingfirm selected by the Company from among its independent auditors and the five(5) largest accounting firms (an "EligibleAccounting Firm") in the United States(the "Accounting Firm").The Accounting Firm shall provide its determination (the "Determination"),together with detailed supporting calculations and documentation to the Companyand the Executive within ten (10) days of the last day of Executive'semployment. If the Accounting Firm determines that no Excise Tax is payable bythe Executive with respect to the Total Payments, it 

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 shall furnish the Executivewith an opinion reasonably acceptable to the Executive that no Excise Tax willbe imposed with respect to any such payments and, absent manifest error, suchDetermination shall be binding, final and conclusive upon the Company and theExecutive. If the Accounting Firm determines that an Excise Tax would bepayable, the Executive shall have the right to accept the Determination of theAccounting Firm as to the extent of the reduction, if any, pursuant to thisSection 7, or to have such Determination reviewed by another Eligible AccountingFirm selected by the Executive, at the expense of the Company, in which case thedetermination of such second accounting firm shall be binding, final andconclusive upon the Company and Executive.

     8.  **Company Property.** Any trade name or mark, program, discovery,process, design, invention or improvement which the Executive makes or develops,which relates, directly or indirectly, to the business of the Company or itsaffiliates, or Executive's employmentby the Company, shall be considered as "madefor hire" and shall belong to theCompany and shall be promptly disclosed to the Company. During the Executive'semployment and thereafter, the Executive shall, without additional compensation,execute and deliver to or as requested by the Company, any instruments oftransfer and take such other action as the Company may reasonably request tocarry out the provisions hereof, including filing, at the Company'ssole expense, trademark, patent or copyright applications for any trade name ormark, invention or writing covered hereby and assigning such applications to theCompany.

    9. **Confidential Information.** The Executive shall not, either duringthe term of Executive's employment bythe Company or thereafter, disclose to anyone or use (except, in each case, inthe performance of Executive'sresponsibilities hereunder and in the regular course of the Company'sbusiness), any information acquired by the Executive in connection with orduring the period of Executive'semployment by the Company, with respect to any confidential, proprietary orsecret aspect of the affairs of the Company or any of its affiliates, includingbut not limited to the requirements and terms of dealings with existing orpotential licensors, licensees, designers, suppliers and customers and methodsof doing business, all of which the Executive acknowledges are confidential andproprietary to the Company, and any of its affiliates, as the case may be.

    10. **Competition; Recruitment; Non-Disparagement.**
        (a) The Executive shall not, at any time during Executive'semployment by the Company and during the Severance Period (provided that theCompany is making the payments to Executive which may be required hereby duringsuch Severance Period) (the "Non-CompetePeriod") and under the followingcircumstances, engage or become interested (as an owner, stockholder, partner,director, officer, employee, consultant or otherwise) in any business which thencompetes, directly or indirectly, with the business then conducted by theCompany or any of its subsidiaries or affiliates. Notwithstanding the provisionsof the previous sentence, if the Executive's employment is terminated by theCompany for Cause prior to the end of the Initial Term, the restrictions imposedon Executive by such sentence shall remain in effect only for so 

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 long as the Company pays the Executive during each remaining month of the Initial Term anamount equal to Executive's monthly salary at the rate in effect immediatelypreceding termination and provides to Executive, throughout the Initial Term,continuation of Executive's participation (including the Company'scontributions thereto) in all benefit plans and practices in which Executive wasparticipating immediately preceding termination. The ownership of less than 5%of the stock of a publicly owned company which competes with the Company, any ofits subsidiaries or affiliates, in and of itself, shall not be considered aviolation of the provisions of this Section 10.

        (b) The Executive shall not, at any time during Executive'semployment by the Company and thereafter until the second anniversary of theexpiration of the Non-Compete Period, recruit, solicit for employment, hire orengage, or assist any person or entity in recruiting, soliciting for employment,hiring or engaging, any employee of the Company or any of its subsidiaries oraffiliates, or consultant to the Company or any of its subsidiaries oraffiliates who has provided sales, marketing or merchandising consultationservices to the FAR Group, or any person who was such an employee or such aconsultant of the Company, any of its subsidiaries or affiliates within one yearbefore the termination of the Executive'semployment.

        (c) For the longer of any period applicable under this Section 10 or a periodof three years immediately following the date of termination, (i) the Company,and its respective affiliates and employees shall not disparage the Executive,and (ii) the Executive shall not disparage the Company, or its respectiveaffiliates and employees.

        (d) The Executive acknowledges that the provisions in Section 10(b) arenecessary for the protection of the Company, and its subsidiaries and affiliatesand are not unreasonable, because the Executive would be able to recruit andhire personnel other than employees of the Company, and any of theirsubsidiaries and affiliates. The Executive further agrees that a breach ofSection 8, 9 or 10 of this Agreement shall result in the immediate cessation ofany payments pursuant to this Section 10 and Section 6 hereof, if applicable.The duration and the scope of these restrictions on the Executive'sactivities are divisible, so that if any provision of this Section 10 is held ordeemed to be invalid, that provision shall be automatically modified to theextent necessary to make it valid.

    11.  **Notices.** Any notice or other communication to the Company or tothe Executive under this Agreement shall be in writing and shall be consideredgiven on the third business day following mailing by certified mail, returnreceipt requested, to such party at Executive'saddress on file with the Company, with a copy to Fredric J. Gruder, Esq., Dorsey& Whitney LLP, 250 Park Avenue, New York, New York 10177, or to the Companyat 1411 Broadway, New York, New York 10018, Attention: General Counsel (or atsuch other address as such party may specify by written notice to the otherparty).

    12.  **Successors; Binding Agreement.**

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        (a)**Company's Successors.**No rights or obligations of the Company under this Agreement may be assigned ortransferred by the Company, except that such rights or obligations may beassigned or transferred pursuant to a merger or consolidation in which theCompany is not the continuing entity, or the sale or liquidation of all orsubstantially all of the business or assets of the Company, provided that theassignee or transferee is the successor to all or substantially all of thebusiness or assets of the Company and such assignee or transferee assumes all ofthe liabilities, obligations and duties of the Company, as contained in thisAgreement, either contractually or as a matter of law. The Company will requireany such successor to expressly assume and agree to perform this Agreement inthe same manner and to the same extent that the Company would be required toperform it if no such succession had taken place. As used in this Agreement, "Company"shall mean the Company as hereinbefore defined and any successor to its businessor assets as aforesaid, which executes and delivers the agreement provided forin this Section 12 or which otherwise becomes bound by all the terms andprovisions of this Agreement or by operation of law.

        (b) **Executive's Successors**.This Agreement shall not be assignable by the Executive. This Agreement and allrights of the Executive hereunder shall inure to the benefit of and beenforceable by the Executive'spersonal or legal representatives, executors, administrators, successors, heirs,distributees, devisees and legatees. Upon the Executive'sdeath, all amounts to which Executive is entitled hereunder, unless otherwiseprovided herein, shall be paid in accordance with the terms of this Agreement tothe Executive's devisee, legatee, orother designee or, if there be no such designee, to the Executive'sestate.

    13.  **Indemnification.** The Company shall indemnify Executive and holdthe Executive harmless, to the maximum extent permitted by applicable law, fromand against all claims, actions, suits, proceedings, loss, damage, liability,costs, charges and expenses, including reasonable attorneys'fees and costs arising in connection with the Executive'sperformance of Executive's dutieshereunder or Executive's status as anemployee, officer, director or agent of the Company or its affiliates, inaccordance with the Company'sindemnity policies for its senior executives.

    14.  **Interest on Late Payments.** "UndisputedLate Obligations" shall bear interestbeginning on the Due Date until paid in full at an annual rate of one percent(1.0%) plus the prime rate as declared from time to time by The Chase ManhattanBank. For purposes hereof, "UndisputedLate Obligations" shall mean anyobligation which remains unpaid 5 days after written notice thereof is deliveredto the other party in accordance with Section 11 (the "DueDate") for money under this Agreementowing from one party to another, which obligation (i) is not subject to any *bonafide* dispute or (ii) has been adjudicated by an arbitration panel or courtof competent jurisdiction to be due and payable.

    15.  **Arbitration.** Except as otherwise provided herein, allcontroversies, claims or disputes arising out of or related to this Agreementshall be settled under the rules of the American Arbitration Association(sitting in Manhattan) then in effect in the State of New York, 

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 as the sole andexclusive remedy of either party, and judgment upon such award rendered by thearbitrator(s) may be entered in any court of competent jurisdiction.

    16.  **Attorneys' Fees.** TheCompany shall reimburse the Executive (or the Executive shall reimburse theCompany) for all reasonable costs, including without limitation reasonableattorneys' fees, of the Executive orthe Company, as the case may be, in any dispute, arbitration or proceedingarising under this Agreement (collectively, a "Proceeding"),so long as the Executive or the Company, as the case may be, "prevailsin substantial part" with respect toExecutive's or the Company'sclaims or defenses in such Proceeding. For purposes hereof, the Executive shallbe deemed to have "prevailed insubstantial part" if (i) the Executiveis the party originally demanding a Proceeding, and the arbitrator(s) shall haveawarded the Executive at least 75% of the amount originally demanded by theExecutive, or (ii) the Company is the party originally demanding a Proceeding,and the arbitrator(s) shall have denied the Company the relief originallyrequested. The Company shall be deemed to have "prevailedin substantial part" if the Executiveis the party originally demanding a Proceeding and the arbitrator(s) shall haveawarded the Executive less than 25% of the amount originally demanded by theExecutive.

    17.  **Miscellaneous.**
        (a) Given that a breach of the provisions of this Agreement would injure theCompany irreparably, the Company may, in addition to its other remedies, obtainan injunction or other comparable relief restraining any violation of thisAgreement, and no bond, security or other undertaking shall be required of theCompany in connection therewith.

        (b) The provisions of this Agreement are separable, and if any provision ofthis Agreement is invalid or unenforceable, the remaining provisions shallcontinue in full force and effect.

        (c) This Agreement constitutes the entire understanding and agreement betweenthe parties, and supersedes all other existing agreements between the parties,and cannot be amended, unless such amendment is in writing and signed by bothparties to this Agreement.

        (d) This Agreement shall be governed by and construed in accordance with thelaws of the State of New York (other than its choice of laws rules), where ithas been entered and where it is to be performed. The parties hereto consent tothe exclusive jurisdiction of any federal or state court in the State of NewYork to resolve any dispute arising under this Agreement or otherwise.

        (e) The headings in this Agreement are solely for convenience of referenceand shall not affect its interpretation.

        (f) The failure of either party to insist on strict adherence to any term ofthis Agreement on any occasion shall not be considered a waiver or deprive thatparty of the right 

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 thereafter to insist upon strict adherence to that term orany other term of this Agreement. For any waiver of a provision of thisAgreement to be effective, it must be in writing and signed by the party againstwhom the waiver is claimed.

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        (g) The obligations of the Executive and the Company hereunder shall survivethe termination of the term of this Agreement and the Executive'semployment hereunder, to the extent necessary to give full effect to theprovisions of this Agreement.

 

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    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be    signed as of the date first above written.

JONES APPAREL GROUP, INC.

 By: /s/ Wesley R. CardChief Financial Officer

/s/ Rhonda BrownExecutive

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