**EXHIBIT 10.40**

NINE WEST FOOTWEAR CORPORATION1129 WESTCHESTER AVENUE, WHITE PLAINS, NEW YORK  10604

> 
              February 20, 2008

Andrew Cohen11 Hampshire CircleBronxville, New York 10708

> 
Re: *Amended and Restated Employment Agreement*

Dear Andrew:

        Reference is made to your Amendedand Restated Employment Agreement dated May 27, 2004 by and between you NineWest Footwear Corporation (the "Company"), as amended by Assignment ofand Amendment No. 1 thereto dated January 31, 2006, Amendment No. 2 theretodated March 5, 2007 and Amendment No. 3 thereto dated March 16, 2007. This willconfirm the terms and conditions of your continued employment by the Company. Itis agreed as follows:

        1. Term.

               The Company shall employ you for a period commencing as of February 20, 2008 andending as of February 28, 2011. In the event that you shall remain in the employof the Company after the expiration or termination of this agreement, yourstatus will be that of an employee at will, and the terms and conditions of thisagreement will be of no further force and effect, except that the provisions ofSections 6 through 17 shall survive a termination of this agreement.

        2. Duties.

               You shall render services to the Company on a full-time basis as the ChiefExecutive Officer - Wholesale Footwear and Accessories of the Company. You shallreport to the Chief Executive Officer of Jones. Your services shall be renderedin accordance with such rules and instructions as the Company shall establishfrom time to time. You are to render your services in the United States and suchother places as the Company may require. Your principal place of employmentshall be at the White Plains, New York location for the Company.

        3. Compensation.

               (a) Salary. Your salary will be the greater of $1,000,000 per annum orsuch other amount as the Company may determine from time to time. The Companyshall make such deductions and withhold such amounts from each payment made toyou under this agreement as may be required from time to time by law,governmental regulation or order and in accordance with the Company's customarypayroll practices.

----

Andrew CohenFebruary 20, 2008Page 2

               (b) Bonus. You shall participate in the Jones Apparel Group, Inc. 2007Executive Annual Cash Incentive Plan (the "Bonus Plan"), pursuant towhich you may be entitled to receive annual bonus payments for each fullcalendar year of employment which ends prior to the expiration of the term ofthis agreement and throughout which you have been employed by the Company,conditioned upon the attainment of annual criteria and objectives establishedfor participants in the Bonus Plan.

        4. Benefits and Expenses.

               (a) You shall be eligible to participate in such medical and dental programs andother fringe benefits, and shall be entitled to annual vacation time (but notless than three weeks), on the same basis as other executives holding similarpositions with the Company.

               (b) The Company will pay or reimburse all reasonable business expenses incurredby you with respect to work performed by you inside or outside the United Stateson the Company's behalf, subject to Company policies, provided that you promptlysubmit to the Company appropriate expense reports on Company-prescribed formsand invoices or vouchers for all expenses incurred by you or paid with Companycredit cards.

               (c) The Company shall pay you a car allowance of $1,000 per month.

        5. Termination.

               (a) Termination by the Employee without Good Reason. If you terminateyour employment with the Company prior to the expiration of the term of thisagreement without "Good Reason" (as defined herein), no furtherpayments shall be made to you, nor shall any benefits be afforded to youfollowing such termination, except for amounts due and owing as of the date youremployment terminates (the "Termination Date") and such benefits asare required by law.

               (b) Termination by the Company for Cause. If the Company terminates youremployment prior to the expiration of the term of this agreement, and suchtermination is for "Cause" (as defined herein), no further paymentsshall be made to you, nor shall any benefits be afforded to you following suchtermination, except for amounts due and owing as of the Termination Date andsuch benefits as are required by law. If your termination of employment is forCause, the Company agrees to provide written notice to you stating which clauseof Section 5(g)(i) has been violated and the actions you have taken resulting insuch violation.

               (c) Termination by the Company without Cause or by the Employee for GoodReason. If the Company terminates your employment prior to the expiration ofthe term of this agreement without Cause, or if you resign prior to theexpiration of the term of this agreement with Good Reason:

----

Andrew CohenFebruary 20, 2008Page 3

> 
(i) you will be paid the salary payable hereunder through the balance      of the term of this agreement or for a period of 12 months, whichever is      longer, in installments in accordance with past payroll practices; and

(ii) in the event that you elect in a timely manner to continue basic      medical and dental insurance coverage pursuant to the Consolidated Omnibus      Reconciliation Act of 1985 ("COBRA"), the Company shall pay the      share of the premium of maintaining your COBRA continuation coverage equal      to the Company's contribution to your medical and dental insurance      premiums on the Termination Date, at the benefit levels existing on the      Termination Date, for the period from the Termination Date through the      balance of the term of this agreement (the "Subsidized Period");      provided, however, that in the event you commence comparable      benefit coverage with a subsequent employer during the Subsidized Period,      you shall provide the Company with written notice of such comparable      coverage and the date upon which such coverage commences within five (5)      days of the commencement thereof, and your benefit coverage with the      Company shall cease as of the date such comparable coverage with a      subsequent employer commences. Unless such coverage has so ceased, after      the Subsidized Period, you may continue such coverage at your expense at      the applicable COBRA rate for the duration of the COBRA period, if any.

You shall have no obligation to seek other employment or otherwise mitigatethe Company's obligations to make payments under this Section 5(c); provided,however, that if you commence employment or otherwise engage in businessactivities permitted under this agreement during any period during which theCompany is obligated to make payments under this Section 5(c), then theCompany's obligations shall be reduced by the amount of any other compensationor income therefrom earned or received by you during or for the period in whichthe Company is obligated to make such payments.

               (d) Change in Control. If, following a "Change in Control" (asdefined herein) and prior to the end of the term of this agreement, the Companyterminates your employment without Cause or you terminate your employmenthereunder for Good Reason, you will be paid a lump sum payment equal to three(3) times your yearly salary at the rate in effect immediately precedingtermination.

               (e) Termination Upon Retirement. This agreement shall immediatelyterminate, and all rights, benefits and obligations hereunder shall cease, inthe event that you terminate your employment by reason of voluntary retirement,except for such rights as shall have accrued as of the date of your retirement.

               (f) Termination Upon Death or Disability of the Employee. If youremployment terminates before the end of the term of this agreement by reason ofyour death or "Disability" (as 

----

Andrew CohenFebruary 20, 2008Page 4

defined herein), you or your duly appointed personal representative, as thecase may be, will be paid (i) an amount equal to your then monthly salary duringeach of the six months following your death or the Disability Termination Dateand (ii) the target bonus established by the Board of Directors of Jones for youunder the Bonus Plan for the calendar year in which you die or become disabled,prorated for the portion of the year preceding your death or the DisabilityTermination Date.

               (g) Definitions of "Cause," "Good Reason," "Changein Control" and "Disability."

> 
(i) The term "Cause" shall mean: (A) your continuing failure      to perform the duties and responsibilities assigned to you by the Company;      (B) your engaging in any conduct materially detrimental to the business,      goodwill or reputation of the Company; (C) your conviction of a crime      involving moral turpitude; or (D) your violating any material provision of      this agreement or applicable Company policies.

(ii) The term "Good Reason" shall mean the occurrence of any      of the following without your consent: (A) a material reduction in your      base salary; (B) the relocation of your office to a location more than 50      miles from your present office in White Plains, New York; (C) the      Company's failure to pay you any undisputed portion of your compensation;      (D) the Company's failure to continue in effect any material compensation      or benefit plan in which you are participating, unless either (1) an      equitable arrangement (embodied in an ongoing substitute or alternative      plan) has been made with respect to such plan; or (2) the failure to      continue your participation therein (or in such substitute or alternative      plan) does not materially discriminate against you, both with respect to      the amount of benefits provided and the level of your participation,      relative to other similarly-situated participants; (E) a material      diminution of your present authority, duties or responsibilities; or (F)      any other action or inaction that constitutes a material breach by the      Company of this agreement.

Good Reason shall not exist unless you provide written notice to the      Company within 30 days after the occurrence of the events, actions, or      non-actions, as applicable, that you believe constitute Good Reason      hereunder, and the Company has been provided with at least 30 days after      your delivery of such notice to remediate the basis for such notice and      has not effected such remediation.

(iii) The term "Change in Control" shall have the same      meaning as in Jones' 1999 Stock Incentive Plan, as in effect on the date      hereof.

(iv) The term "Disability" shall mean your physical or mental      incapacity which renders you incapable, even with a reasonable      accommodation by the 

----

Andrew CohenFebruary 20, 2008Page 5

> 
Company, of performing the essential functions of the duties required      of you under this agreement, for 120 or more consecutive days; the term      "Disability Termination Date" shall mean the date as of which      your employment with the Company is terminated, either by you or the      Company, following your suffering of a Disability.

               (h) Accelerated Vesting of Equity Grants. In addition to the foregoingand notwithstanding any other agreement between you and the Company, allunvested shares of restricted common stock of Jones and/or unvested options topurchase common stock of Jones which you held at the time of the termination ofyour employment by the Company without Cause or by you for Good Reason or aChange of Control (and prior to the end of the term of this agreement) shallbecome fully vested and, in the case of stock options, immediately exercisableduring the remaining original term of each such stock option, upon suchtermination of your employment without Cause or for Good Reason or the Change inControl.

        6. Noncompetition;Nonsolicitation.

               (a) You acknowledge and recognize (i) the highly competitive nature of thebusiness of the Company, (ii) the importance to the Company of the ConfidentialBusiness Information and Trade Secrets (as defined in Sections 7(b) and 7(c)hereof) to which you will have access, (iii) the importance to the Company ofthe knowledge and experience possessed by it relating to the requirements andterms of doing business with existing or potential licensors, licensees,designers, suppliers and customers and methods of doing business, and (iv) theposition of responsibility which you will hold with the Company. Accordingly,you agree that you will not, directly or indirectly, at any time during youremployment by the Company and during the period commencing with the TerminationDate and ending with the last day of the term of this agreement (the"Severance Period") (provided that the Company is making or has madethe payments to you which may be required hereunder during the SeverancePeriod): (x) engage in any business which then competes, directly or indirectly,with the business then conducted or licensed by the Company or any of itsaffiliates, including, without limitation, the manufacturing, marketing and saleof products by independent licensees under trademarks owned by the Company orany of its affiliates, whether such other engagement is as an officer, director,employee, proprietor, consultant, independent contractor, partner, advisor,agent or investor (other than as a passive investor in less than 5% of theoutstanding capital stock of a publicly traded corporation); or (y) assist otherpersons or businesses in engaging in any business activities prohibited underclause (x). You further agree that during the term of this agreement and for aperiod of two (2) years following the end of the Severance Period, you will not,directly or indirectly, induce any employees of the Company to engage in anysuch activities or to terminate their employment or hire or attempt to hire anyemployees of the Company.

               (b) As used in this Section 6 and Sections 7, 9 and 10 below, the term"Company" shall be deemed to include the Company and any individual,person or entity 

----

Andrew CohenFebruary 20, 2008Page 6

controlling, controlled by or under common control with the Company, and anyrespective successors and assigns of any such individual, person or entity.

        7. Confidentiality.

               (a) You acknowledge that the Company is engaged in the highly competitivebusiness of designing, developing, manufacturing, marketing and selling apparel,footwear and accessories. The Company's involvement in this business hasrequired and continues to require the expenditure of substantial amounts ofmoney and the use of skills developed over considerable time. As a result ofthese investments of money, skill and time, the Company has developed and willcontinue to develop certain valuable trade secrets and confidential businessinformation that are peculiar to the Company's business and the disclosure ofwhich would cause the Company great and irreparable harm. You acknowledge that,during the course of your employment by the Company, you will receive and/orhave access to "Trade Secrets" and/or "Confidential BusinessInformation," as those terms are defined below, and that, had you not hadthe opportunity to work at the Company, you would not have become privy to suchinformation.

               (b) The term "Trade Secrets" means any technical or financialinformation, design, process, procedure, formula or improvement that is valuableand not generally known to the Company's competitors. To the fullest extentconsistent with the foregoing, Trade Secrets shall include, without limitation,all information and documentation, whether or not subject to copyright,pertaining to product developments, methods of operation, cost and pricingstructures, and other private, confidential business matters.

               (c) The term "Confidential Business Information" means any data orinformation and documentation, other than Trade Secrets, which is valuable tothe Company and not generally known to the public, including but not limited to:

> 
(i) Financial information, including but not limited to earnings,      assets, debts, prices, cost information, sales and profit projections or      other financial data;

(ii) Marketing information, including but not limited to details about      ongoing or proposed marketing programs or agreements by or on behalf of      the Company, marketing forecasts, results of marketing efforts or      information about impending transactions;

(iii) Product information, including but not limited to development      plans, designs, and product costs; and

(iv) Product source and customer information, including but not limited      to any data regarding actual or potential supply sources, 

----

Andrew CohenFebruary 20, 2008Page 7

> 
agency agreements or arrangements and actual or potential customers.

               (d) You agree that, except as may be required to fulfill your obligations duringthe course of your employment, you will not, during your employment with theCompany or after your employment has ceased, directly or indirectly use,disclose or disseminate to any other person, organization or entity or otherwiseemploy any Trade Secrets or Confidential Business Information. Nothing in thisparagraph shall preclude you from disclosing or using Trade Secrets orConfidential Business Information if (i) the Trade Secrets or ConfidentialBusiness Information have become generally known, at the time the Trade Secretsor Confidential Business Information are used or disclosed, to the public or tocompetitors of the Company except through or as a result of your act oromission; or (ii) the disclosure of the Trade Secrets or Confidential BusinessInformation is required to be made by any law, regulation, governmental body orauthority, or court order, provided that you will give the Company promptwritten notice of such requirement so that the Company may seek an appropriateprotective order or similar remedy. You agree to deliver to the Company allcomputer files and tapes, books, records and documents (whether maintained inpaper, electronic or any other medium) relating to or bearing upon any TradeSecrets or Confidential Business Information, upon the cessation of youremployment, and you agree not to retain any copies or extracts thereof.

        8. Ownership of IntellectualProperty.

               (a) You acknowledge and agree that all work performed, and all ideas, concepts,materials, products, software, documentation, designs, product drawings,sketches, architectures, specifications, flow charts, test data, programmer'snotes, deliverables, improvements, discoveries, methods, processes, orinventions, trade secrets or other subject matter related to the Company'sbusiness (collectively, "Materials") conceived, developed or preparedby you, alone or with others, during the period of your employment or otherrelationship with the Company, in written, oral, electronic, photographic,optical or any other form, are the property of the Company, and all rights,title and interest therein shall vest in the Company, and all Materials shall bedeemed to be works made for hire and made in the course of your employment orother relationship with the Company.

               (b) To the extent that title to any Materials has not vested, or may not, byoperation of law, vest in the Company, or such Materials may not be consideredworks made for hire, you hereby irrevocably assign all rights, title andinterest therein to the Company. All Materials belong exclusively to theCompany, with the Company having the right to obtain and to hold in its ownname, copyrights, patents, trademarks, applications, registrations or such otherprotection as may be appropriate to the subject matter, and any extensions andrenewals thereof. You hereby grant to the Company an irrevocable power ofattorney to perform any and all acts and execute any and all documents andinstruments on your behalf as the Company may deem appropriate in order toperfect or enforce the rights defined in this Section. You further agreeto 

----

Andrew CohenFebruary 20, 2008Page 8

give the Company, or any person designated by the Company, at the Company'sexpense, any assistance required to perfect or enforce the rights defined inthis Section. You shall communicate and deliver to the Company promptly andfully all Materials conceived or developed by you (alone or jointly with others)during the period of your employment or other relationship with the Company.

        9. Noninterference.

               For a period commencing on the date hereof and continuing for a period of two(2) years after the Termination Date, you shall not, directly or indirectly,solicit, induce, or attempt to solicit or induce, any person or entity thenknown to be a customer, client, vendor, supplier or distributor of the Companyto terminate or diminish his, her or its relationship with the Company for anypurpose.

        10. Nondisclosure andNondisparagement.

               You agree not to disclose any information regarding the substance or existenceof this agreement, including but not limited to, the monies and benefitsreceived or to be received hereunder, except to an attorney with whom you chooseto consult regarding this agreement. For a period commencing on the date hereofand continuing for a period of three (3) years after the Termination Date, youagree not to, directly or indirectly, in public or in private, deprecate, impugnor otherwise make any remarks or statements that might tend to, or be construedto tend to, defame the Company or its reputation, or the reputations of any ofits respective officers, directors and employees, nor shall you assist any otherperson, firm or entity in so doing. For a period commencing on the date hereofand continuing for a period of three (3) years after the Termination Date, theCompany agrees not to, directly or indirectly, in public or in private,deprecate, impugn or otherwise make any remarks or statements that might tendto, or be construed to tend to, defame you or your reputation, nor shall itassist any other person, firm or entity in so doing.

        11. Injunctive Relief;Extension of Covenants Following Breach.

               (a) The covenants set forth in Sections 6, 7, 8, 9, 10 and 13 shall beenforceable by a court of equity through the granting of a temporary restrainingorder, preliminary injunction and/or permanent injunction. In the event of abreach of Sections 6, 7, 8, 9, 10 or 13 of this agreement, you consent to theentry of an injunction, and you shall pay any reasonable fees and expensesincurred by the Company in enforcing such sections if such breach is finallyjudicially determined to have occurred. Such equitable enforcement shall be inaddition to and shall not prejudice the right of the Company to an appropriatemonetary award.

               (b) You agree that, in the event of a breach of any of the covenants set forthin Sections 6 or 9, the duration of the covenants in both Sections 6 and 9 shallautomatically be extended for a period equal to the period of the violation.

----

Andrew CohenFebruary 20, 2008Page 9

        12. Representation and Warranty.

               You hereby represent and warrant to the Company that your entering into thisagreement will not result in the breach of, or constitute a violation of, anyagreement, order or decree by which you are bound and that you are not subjectto any agreement, restriction or covenant, whether written or oral, whichrestricts your ability to enter into this agreement or to perform your duties asset forth herein.

        13. Return of Documents andOther Property.

               Upon the termination of your employment, you shall return to the Company all ofits property, equipment, documents, records, lists, files and any and all otherCompany materials including, without limitation, computerized or electronicinformation, that is in your possession as of the Termination Date (the"Company Property"). The Company Property shall be delivered to Jonesat its office at 1411 Broadway, New York, New York 10018, at your expense,within five (5) business days after the Termination Date. Unless otherwiseagreed by the Company in writing, you shall not retain any Company Property.

        14. Reasonableness ofRestrictive Covenants.

               You agree that, due to the uniqueness of your skills and abilities and theuniqueness of the Confidential Business Information that you will possess in thecourse of your employment with the Company, the covenants set forth herein arereasonable and necessary for the protection of the Company. Nevertheless, if itshall be determined that such covenants are unenforceable in that they are toobroad as to their scope or geographical coverage, then the parties hereby conferupon any appropriate court the power to limit such scope or geographicalcoverage such that they will be enforceable.

        15. Effect of Section 409A ofthe Internal Revenue Code.

               Notwithstanding anything in this agreement to the contrary, if all or a portionof any payment or benefit under Section 5(c) or 5(d) is subject to Section 409Aof the Internal Revenue Code of 1986, as amended (the "Code"), thenthe following rules shall apply to such payment in order to prevent anyaccelerated or additional tax under Section 409A of the Code:

               (a) If the termination of your employment does not qualify as a "separationfrom service" within the meaning of Treasury Regulation Section 1.409A-1(h)from the "Jones Controlled Group," then any payments subject toSection 409A of the Code will not commence until a "separation fromservice" occurs or, if earlier, the earliest other date as is permittedunder Section 409A. For this purpose, the "Jones Controlled Group"means (i) the Company, (ii) any corporation which is a member of a controlledgroup of corporations (as defined in Section 414(b) of the Code) which includesthe Company and (iii) any trade or business (whether or not 

----

Andrew CohenFebruary 20, 2008Page 10

incorporated) which is under common control (as defined in Section 414(c) ofthe Code) with the Company.

               (b) If at the time of your separation from service, you are a "specifiedemployee" as defined in Section 409A of the Code, then the Company willdefer the commencement of any payments subject to Section 409A (without anyreduction in such payments or benefits ultimately paid or provided to you) untilthe date that is six (6) months following your separation from service or, ifearlier, the earliest other date as is permitted under Section 409A.

               (c) The Company shall consult with you in good faith regarding theimplementation of the provisions of this Section 15.

        16. Effect of Section 280G ofthe Internal Revenue Code.

               (a) Notwithstanding any other provision of this agreement to the contrary, andexcept as provided in Section 16(b), to the extent that any payment ordistribution of any type to or for you by the Company (or by any affiliate ofthe Company, any person or entity who acquires ownership or effective control ofthe Company or ownership of a substantial portion of the Company's assets(within the meaning of Section 280G of the Code and the regulations thereunder)),or any affiliate of such person or entity, whether paid or payable ordistributed or distributable pursuant to the terms of this agreement orotherwise (the "Total Payments"), is or will be subject to the excisetax imposed under Section 4999 of the Code (the "Excise Tax"), thenthe Total Payments shall be reduced (but not below zero) if and to the extentthat a reduction in the Total Payments would result in your retaining a largeramount, on an after-tax basis (taking into account federal, state and localincome taxes and the Excise Tax), than if you received the entire amount of suchTotal Payments. Unless you shall have given prior written notice specifying adifferent 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 you pursuant to thepreceding sentence shall take precedence over the provisions of any other plan,arrangement or agreement governing your rights and entitlements to any benefitsor compensation.

               (b) The determination of whether the Total Payments shall be reduced as providedin this Section 16 and the amount of such reduction shall be made at theCompany's expense by an accounting firm jointly selected by you and the Companyfrom among its independent auditors and the five (5) largest accounting firms(an "Eligible Accounting Firm") in the United States (the"Accounting Firm"). The Accounting Firm shall provide itsdetermination (the "Determination"), together with detailed supportingcalculations and documentation to the Company and you within ten (10) days ofthe Termination Date. If the Accounting Firm 

----

Andrew CohenFebruary 20, 2008Page 11

determines that no Excise Tax is payable by you with respect to the TotalPayments, it shall furnish you with an opinion reasonably acceptable to you thatno Excise Tax will be imposed with respect to any such payments and, absentmanifest error, such Determination shall be binding, final and conclusive uponyou and the Company. If the Accounting Firm determines that an Excise Tax wouldbe payable, you shall have the right to accept the Determination of theAccounting Firm as to the extent of the reduction, if any, pursuant to thisSection 16, or to have such Determination reviewed by another EligibleAccounting Firm selected by you, at the expense of the Company, in which casethe determination of such second accounting firm shall be binding, final andconclusive upon you and the Company.

        17. Miscellaneous.

               (a) This agreement shall be governed by the laws of the State of New York(excluding its choice of law rules).

               (b) The parties hereby agree that any action arising out of or relating in anyway to this agreement or the transactions contemplated hereby must be broughtand enforced exclusively in the United States District Court for the SouthernDistrict of New York or the Courts of the State of New York.

               (c) All notices, requests, demands and other communications hereunder shall bein writing and shall be deemed to have been duly given if delivered personally,or if transmitted via facsimile with transmission confirmed, with a copy mailedby certified mail, return receipt requested, addressed to the addresses firstset forth above or to such other addresses as shall be furnished in writing byeither party in like manner. Any such notice or communication shall be deemed tohave been given as of the date delivered in person or transmission by facsimileis confirmed. All notices to the Company shall be sent to the attention of theGeneral Counsel, 1411 Broadway, New York, New York 10018.

               (d) This agreement may not be assigned by you. This agreement shall be bindingupon, and inure to the benefit of, the parties hereto, their heirs, legalrepresentatives, successors and permitted assigns.

               (e) This agreement supersedes all prior agreements and understandings between usconcerning the subject matter hereof and may not be modified or terminatedorally. No modifications, termination or attempted waiver shall be valid unlessset forth in a writing signed by the party against whom the same is sought to beenforced.

               (f) The invalidity or unenforceability of any provision hereof shall not in anyway affect the validity or enforceability of any other provision.

----

Andrew CohenFebruary 20, 2008Page 12

               Please sign where indicated below, whereupon this letter will constitute abinding agreement between us as of the date first above written.

|  | Very truly yours,        
NINE WEST FOOTWEAR CORPORATION

By: /s/ Ira M. Dansky

Ira M. Dansky        Executive Vice President
Accepted and agreed to as ofthis 21st day of February, 2008.

/s/ Andrew CohenAndrew Cohen |
|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|