EXHIBIT 4.26

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE dated as of
December 5, 2001, by and among McNaughton Apparel Group Inc., a Delaware
corporation (the "Company"), Norton McNaughton of Squire, Inc.,
a New York corporation, Miss Erika, Inc., a Delaware corporation, McNaughton
Apparel Holdings Inc., a South Carolina corporation, and Jeri-Jo Knitwear, Inc.,
a Delaware corporation (collectively, the "Guarantors"), and
United States Trust Company of New York, a New York banking corporation, as
trustee (the "Trustee").

WHEREAS, the Company, the Guarantors and
the Trustee have entered into an Indenture dated as of June 18, 1998, as amended
and supplemented from time to time (the "Indenture"), pursuant
to which the Company issued $125 million aggregate principal amount of its
12-1/2%
Senior Securities due 2005, Series B (the "Securities");

WHEREAS, Section 9.2 of the Indenture
provides that the Company, the Guarantors and the Trustee may amend the
Indenture with the consent of the Holders of at least a majority in outstanding
principal amount of the Securities;

WHEREAS, the Company desires to amend
certain provisions of the Indenture and of the Securities, as set forth in
Article I hereof;

WHEREAS, the Holders of all of the
outstanding principal amount of the Securities have consented to the amendments
effected by this Fifth Supplemental Indenture;

WHEREAS, all things necessary to make this
Fifth Supplemental Indenture a valid agreement, in accordance with the terms of
the Indenture, have been done.

NOW, THEREFORE, this Fifth Supplemental
Indenture witnesseth that, for and in consideration of the premises, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities, as follows:

ARTICLE I.
                        AMENDMENTS TO INDENTURE AND ADDITIONAL
                        PROVISIONS

"'Maturity Date' means
                        December 7, 2001."

---

ARTICLE II.
MISCELLANEOUS

SECTION 2.01    Instruments To Be Read Together. This Fifth
                        Supplemental Indenture is an indenture supplemental to
                        and in implementation of the Indenture, and said
                        Indenture and this Fifth Supplemental Indenture shall
                        henceforth be read together.

SECTION 2.02    Confirmation. The Indenture as amended and
                        supplemented by this Fifth Supplemental Indenture is in
                        all respects confirmed and preserved.

SECTION 2.03    Definitions. Capitalized terms used in this
                        Fifth Supplemental Indenture and not otherwise defined
                        herein shall have the respective meanings set forth in
                        the Indenture. Any defined terms present in the
                        Indenture, but no longer used as a result of the
                        amendments made by this Fifth Supplemental Indenture
                        shall be eliminated.

SECTION 2.04     Headings. The headings of the Articles and
                        Sections of this Fifth Supplemental Indenture have been
                        inserted for convenience of reference only, and are not
                        to be considered a part hereof and shall in no way
                        modify or restrict any of the terms and provisions
                        hereof.

SECTION 2.05    Governing Law. The laws of the State of New York
                        shall govern this Fifth Supplemental Indenture.

SECTION 2.06    Counterparts. This Fifth Supplemental Indenture
                        may be executed in any number of counterparts, each of
                        which so executed shall be deemed to be an original, but
                        all such counterparts shall together constitute but one
                        and the same instrument.

SECTION 2.07    Effectiveness. The provisions of this Fifth
                        Supplemental Indenture will take effect immediately upon
                        its execution and delivery by the Trustee in accordance
                        with the provisions of Section 9.2 of the Indenture.

SECTION 2.08     Acceptance by Trustee. The Trustee accepts the
                        amendments to the Indenture effected by this Fifth
                        Supplemental Indenture and agrees to execute the trusts
                        created by the Indenture as hereby amended, but only
                        upon the terms and conditions set forth in the
                        Indenture.

SECTION 2.09    Responsibility of Trustee. The recitals
                        contained herein shall be taken as the statements of the
                        Company, and the Trustee assumes no responsibility for
                        their correctness. The Trustee makes no representations
                        as to the validity or sufficiency of this Fifth
                        Supplemental Indenture.

2

---

IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed, all as of the date first written
above.

| | MCNAUGHTON APPAREL GROUP INC.
      By: /s/ Amanda J. BokmanName: Amanda J. Bokman
      Title: Chief Financial Officer, Vice President,
                          Treasurer and Secretary
                      NORTON MCNAUGHTON OF SQUIRE, INC.
      By: /s/ Amanda J. BokmanName: Amanda J. Bokman
      Title: Chief Financial Officer, Vice President,
                          Treasurer and Secretary
                      MISS ERIKA, INC.
      By: /s/ Amanda J. BokmanName: Amanda J. Bokman
      Title: Chief Financial Officer, Vice President,
                          Treasurer and Secretary
                      JERI-JO KNITWEAR, INC.
      By: /s/ Amanda J. BokmanName: Amanda J. Bokman
      Title: Chief Financial Officer, Vice President,
                          Treasurer and Secretary
                      MCNAUGHTON APPAREL HOLDINGS INC.
      By: /s/ Amanda J. BokmanName: Amanda J. Bokman
      Title: Chief Financial Officer, Treasurer and
                          Secretary
                          UNITED STATES TRUST COMPANY OF NEW
                          YORK, as Trustee
                      By: /s/ Louis P. YoungName: Louis P. Young
                      Title: Vice President
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3