EXHIBIT 10.20

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

    AGREEMENT made March 11, 2002 by and betweenJONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company")and PETER BONEPARTH (the "Executive").

W I T N E S S E T H:

    WHEREAS, the Executive is a party to the EmploymentAgreement dated April 13, 2001 with the Company (as amended or supplemented todate, the "Prior Employment Agreement"); and

    WHEREAS, the Company wishes to continue to employ theExecutive, and the Executive wishes to continue his employment with the Companyon the terms and conditions hereinafter set forth.

    NOW, THEREFORE, it is agreed as follows:

    1.**Employment; Election to Board.** (a) Duringthe Term (as defined below), the Company shall employ Executive as the Presidentof the Company and, effective May 22, 2002, Chief Executive Officer of theCompany. Executive shall report solely and directly to the Board of Directors ofthe Company (the "Board"). All other employees of the Company shallreport to Executive or his designee and not directly to the Board. During theTerm, Executive shall have such responsibilities, duties and authorities ascommensurate with chief executive officers of public entities of similar sizeand, in particular, shall be, in addition to being responsible for theoperations of the Company, the chief external representative of the Company.Within thirty (30) days after the date hereof, the By-laws of the Company shallbe amended to reflect the provisions set forth in this Section 1(a).
    (b) During the Term, and excluding any periods of vacation and sickleave to which the Executive is entitled, the Executive agrees to devote all ofExecutive's business time and attention to the business affairs of the Company,and to perform such responsibilities in a professional manner. Notwithstandingthe foregoing, during the Term of this Agreement, it shall not be a violation ofthis Agreement for the Executive to (i) serve on civic or charitable boards orcommittees; (ii) deliver lectures, fulfill speaking engagements or teach ateducational institutions; (iii) 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 (iv)attend to personal business, so long as such activities do not interfere withthe performance of the Executive's responsibilities as a senior executive of theCompany in accordance with this Agreement.

    (c) During the Term, and provided that Executive then is employed by theCompany, the Board (or if it then exists, the nominating committee of the Board)shall nominate Executive for 

 election to the Board at each meeting of thestockholders of the Company at which directors are to be elected and shallrecommend to such stockholders that they vote in favor of Executive's electionto the Board. The Board shall, in good faith,consider Executive's advice and recommendations, if any, in connection with anyappointments or nominations to the Board.
    2.**Term.** The Executive shall be employed for the period commencing asof March 11, 2002 and ending on March 31, 2005 (the "ExpirationDate"), as renewed in accordance with the following sentence (the"Term"). The Executive's employment will continue, and this Agreementwill be automatically extended without limitation, for successive 12-monthperiods commencing April 1 and ending March 31 (a "Contract Year"), unlesseither party to this Agreement advises the other in writing, no later than March31, 2003 and no later than each March 31 thereafter, that such party does notwish to extend (a "Non-extension Notice"). If this Agreement shall beso extended, the "Expiration Date" shall mean the then applicableextended "Expiration Date," and the "Term" shall mean theperiod commencing March 11, 2002 and ending on the then applicable extended"Expiration Date."

    For example, (i) if by March 31, 2003, neither party has given aNon-extension Notice to the other, the Term will be automatically extendedthrough March 31, 2006, and (ii) if the Term is so extended through March 31,2006, then if by March 31, 2004, neither party has given a Non-extension Noticeto the other, the Term will be automatically extended through March 31, 2007.

    3.**Salary, Retirement Plans, Fringe Benefits and Allowances.**
    (a) Throughout the Term, the Executive shall receive a salary at the annualrate of not less than (i) $1,500,000 for the period commencing March 11, 2002and ending on December 31, 2002, (ii) $2,000,000 for the period commencingJanuary 1, 2003 and ending December 31, 2003, and (iii) $2,500,000 thereafter.The Executive's salary shall be payable at such regular times and intervals asthe Company customarily pays its senior executives from time to time, but noless frequently than 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. In addition,during the Term, the Company will continue to provide to Executive the life anddisability insurance coverage which has been provided to Executive pursuant tothe Prior Employment Agreement.

    (c) During the Term, the Executive and/or the Executive's family, as the casemay be, shall be eligible for participation in and shall receive all benefitsunder welfare, fringe and other benefit plans, practices, policies and programsprovided by the Company (including, without limitation, medical, prescriptiondrug, dental, disability, accidental death and travel accident insurance plansand programs) to the extent applicable generally to other senior executives ofthe Company.

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    (d) The Executive shall be entitled to an aggregate of four (4) weeks paidvacation during each calendar year of the Term. The Executive shall also beentitled to the benefits of the Company's policies relating to sick leave andholidays.

    (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.

    (f) The Company shall make available to the Executive all perquisites thatare made available to senior executives of the Company and will, withoutlimiting the foregoing, continue to provide to Executive such use of automobilesand reimbursement for related expenses as has been provided to Executivepursuant to the Prior Employment Agreement.

    (g) As an inducement to Executive to enter into this Agreement, and inconsideration of the Executive'sagreement to the terms and conditions set forth herein, the Company agrees topay the Executive the aggregate amount of $2,000,000, payable as follows:$1,000,000 on the date hereof; and, $1,000,000 on January 2, 2003.

    4. Executive shall participate in the Company's Executive Annual IncentivePlan (the "Bonus Plan"), pursuant to which the Executive will beentitled to receive an annual bonus payment for each full calendar year ofemployment which ends prior to the Expiration Date and throughout which theExecutive has been employed by the Company, and a partial annual bonus paymentfor the calendar year in which this Agreement expires, prorated for the portionof such year preceding expiration, conditioned upon the attainment of annualcriteria and objectives established for participants in the Bonus Plan.

    5.**Stock Options.** (a) In anticipation of entering into this Agreement,and as an inducement to the Executive to do so, on March 11, 2002 the StockOption Committee of the Board of Directors of the Company granted to Executivean option to purchase 1,500,000 shares of the Company's common stock("Common Shares") on the terms and conditions contained in the form ofstock option agreement ("Form Stock Option Agreement") annexed heretoand consistent with the provisions of Section 5(b)(iii)-(iv) hereof.

    (b) Subject to the absolute authority of the Stock Option Committee of theBoard of Directors of the Company from time to time to grant (or not to grant) toeligible individuals options to purchase common stock of the Company("Options"), it is the intention of the Company and the expectation ofthe Executive that while the Executive is employed hereunder, the Executive willreceive Options annually (in addition to those described in Section 5(a) and5(c) hereof), beginning in calendar year 2003, on the following terms andconditions (and any Options so granted shall be subject to the following termsand conditions, which shall govern any conflicts in the terms hereof with anyterms and conditions in any stock option agreement):

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        (i) Target awards will be in an amount (plus or minus 25%) equal to 300% 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 then held by the Executive) which are not then vestedshall become fully vested and immediately exercisable during the remainingoriginal term of each such Accelerated Option, upon the occurrence of any of thefollowing 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.

    (c) The Company agrees to submit to stockholders, at the Annual Meeting ofStockholders scheduled for May 22, 2002 (the "May 22 Meeting"), aproposal to amend the Company's 1999 Stock Incentive Plan (the "1999Plan"), as follows: (i) to increase the number of shares reserved forissuance under Section 2 of the Plan from 15,000,000 shares to no fewer than20,000,000 shares, and (ii) to increase the limitation on the number of optionsany Eligible Individual (as defined in the 1999 Plan) may be granted underSection 4(c) of the Plan during its ten-year term from 3,000,000 shares ofCommon Stock to 6,000,000 shares of Common Stock. As an alternative to the aboveproposal, the Company may, with the consent of the Executive, submit tostockholders, at the May 22 Meeting, a proposal to adopt a new stock incentiveplan, upon terms and conditions substantially similar to the 1999 Plan, with aminimum of 1,500,000 shares reserved for issuance thereunder. The Company shalluse its best efforts to obtain stockholder approval of any such proposal at theMay 22 Meeting. Upon the approval of any proposal authorizing the grant ofadditional stock options, the Stock Option Committee of the Board (or the Boardor other Committee with authority) will grant to the Executive an option topurchase 1,500,000 Common Shares on the terms and conditions contained in theForm Stock Option Agreement and consistent with the provisions of Section5(b)(iii)-(iv) above, provided, however, that notwithstanding the provision inthe first clause of Section 5(b)(iv) above, such options shall vest at the sametimes as the options granted pursuant to Section 5(a) above (the "OptionGrant"). With respect to the vesting provisions of the Option Grant, andonly by way of 

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 example, the options subject to the Option Grant shall vest,under the following circumstances, as follows: assuming the necessary proposalsfor the Option Grant are approved by stockholders at the May 22 Meeting, 500,000options shall vest on March 11, 2003, 500,000 options shall vest on March 11,2004 and 500,000 options shall vest on March 11, 2005; or, assuming thenecessary proposals for the Option Grant are not approved by stockholders at theMay 22 Meeting, but are approved at the subsequent annual meeting ofstockholders of the Company scheduled to be held in May 2003, 500,000 optionsshall be fully vested upon such grant, 500,000 options shall vest on March 11,2004 and 500,000 options shall vest on March 11, 2005.

    (d) In the event the stockholders do not approve any of the proposals setforth in Section 5(c) above at the May 22 Meeting, the Company agrees toresubmit the proposal to stockholders at the next Special or Annual Meeting ofStockholders held by the Company thereafter, and at subsequent Special or AnnualMeetings of Stockholders, until such time as such proposal is approved bystockholders and the Executive has received the Option Grant. The Company shalluse its best efforts to obtain stockholder approval of any such proposal. Uponthe approval of such proposal, the Stock Option Committee of the Board (or theBoard or other Committee with authority) will grant to the Executive the OptionGrant.

    (e) In the event that the exercise price per share of the Options granted tothe Executive pursuant to Section 5(a) above (the "March 11 ExercisePrice") is less than the fair market value of the Company's common stockon the date of grant of the Option Grant (i.e. the date of stockholder approvalas provided in Sections 5(c) or 5(d) above), the number of options to purchaseCommon Shares subject to the Option Grant shall be increased based upon a Black-Scholesvaluation method, or another generally recognized valuation method which isbeing used uniformly by the Company for its senior executives; in no event shallthe number of options subject to the Option Grant be less than 1,500,000. Forexample, if the March 11 Exercise Price is $37 and the fair market value of thecommon stock of the Company on the date of stockholder approval is $47, theexercise price of the Option Grant shall be $47, and the number of optionsgranted, and the Common Shares reserved for issuance, shall be increased so thatthe value of the Option Grant based upon the $47 exercise price shall representa right to receive the same value that the Executive would have received had theOption Grant been made at the $37 price, as follows: the product of $10 (thedifference between the $37 March 11 Exercise Price and the $47 exercise pricefor the Option Grant) multiplied by 1,500,000, divided by the Black Scholesvalue.

    (f) The Company agrees to allocate to the Option Grant the first shares thatare reserved for issuance pursuant to any of the proposals referred to inSections 5(c) and 5(d) above or any other equity plan adopted by the Company. Inthe event the any of such proposals are not approved by stockholders and, inlieu thereof, the Company adopts a non-equity based incentive compensation planor plans (in each case, a "Non-equity Plan") to achieve the same orsimilar goals that the Company would have hoped to achieve had the stockholdersapproved the proposals, the Executive shall receive, at his option,"equivalent value" in such non-equity based plan or plans as he wouldhave received had the Option Grant been made on March 11, 2002. For purposeshereof, "equivalent value" shall mean the difference between the March11 Market 

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 Price and the fair market value of the Company's common stock on thedate of an award or vesting of an award under a Non-equity Plan. By way ofexample, if the March 11 Exercise Price is $37 and the fair market value of thecommon stock on the date of an award under a Non-equity Plan is $47, the"equivalent value" for such award shall be $10 multiplied by thenumber of options that would have been vested had the Option Grant been made onMarch 11, 2002. In the same example, if the fair market value of the commonstock on the date of the award or the vesting thereof is less than the March 11Exercise Price, no payments shall be made to the Executive. Notwithstandinganything contained herein, the Compensation Committee of the Board and the Boardof Directors shall use its best efforts to provide to Executive "equivalentvalue."

    (g) At all times, the Company shall maintain registrations on Form S-8 oranother applicable form relating to the Common Shares issued in connection withthe exercise of stock options granted pursuant to this Section 5.

    6.**Termination of Employment.**
        (a)**By the Company for Cause, or by the Executive without Good Reason.**The Company may terminate the Executive's employment for Cause (as definedherein) before the Expiration Date. If the Executive's employment is terminatedfor Cause, or if Executive resigns during the Term without Good Reason (asdefined below), the Company shall pay to the Executive any unpaid salary throughthe date of termination and any bonus earned in the prior year but not yet paid,as well as reimburse the Executive for any unpaid reimbursable expenses incurredon behalf of the Company, and thereafter the Company shall have no additionalobligations to the Executive under this Agreement.

        (b)**Death or Disability; Retirement.** (i) If the Executive'semployment terminates before the Expiration Date because of Executive's death orDisability (as defined herein), the Company shall pay Executive or Executive'sduly appointed personal representative, as the case may be, (i) any unpaidsalary through the date of death or the Disability Termination Date (as definedherein) and any bonus earned in the prior year but not yet paid, as well asreimbursement of any unpaid reimbursable expenses incurred on behalf of theCompany, (ii) an amount equal to Executive's monthly salary during each of thesix (6) months following Executive's death or the Disability Termination Date,and (iii) the greater of $3,000,000 (the ATargetAmount@) or the Target Bonus for thecalendar year in which Executive dies or becomes Disabled, prorated for theportion of such year preceding Executive's death or the Disability TerminationDate, which shall be paid not later than 120 days after the end of such year.Except as set forth in this Section 6(b), the Company shall have no additionalobligations to the Executive under this Agreement 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 

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 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's Retirement or Disability, orduring the 3-year period following the date of the Executive's death.

        (c)**By the Company without Cause, or by the Executive for Good Reason.**(i) The Company may terminate the Executive's employment before the ExpirationDate without Cause, and the Executive may terminate Executive's employmentbefore the Expiration Date for Good Reason, upon 30-days written notice to theother party. If the Executive's employment is so terminated by the Companywithout Cause, or by the Executive for Good Reason, as the case may be, theCompany shall pay and provide to the Executive (i) any unpaid salary through thedate of termination and any bonus earned in the prior year but not yet paid, aswell as reimbursement of any unpaid reimbursable expenses incurred on behalf ofthe Company, (ii) the greater of the Target Amount or the Target Bonus for thecalendar year in which termination occurs, prorated for the portion of such yearpreceding termination (payable no later than the 30th day immediatelyfollowing termination of employment), (iii) during each month of the SeverancePeriod (as defined below), an amount equal to the sum of (x) Executive's monthlysalary at the rate in effect immediately preceding termination and (y)one-twelfth of the greater of the Target Amount or the Executive's Target Bonusfor the calendar year in which termination occurs, (iv) throughout the SeverancePeriod, continuation of Executive's participation (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 the Company without Cause or by the Executive forGood Reason (whether or not following a Change of Control), shall become fullyexercisable and shall remain exercisable for the same period followingtermination as would apply if the Executive's employment had not terminated.

        (d)**Change in Control.** If, following a "Change inControl" (as defined herein) and prior to the Expiration Date, the Companyterminates the Executive's employment without Cause, or the Executive terminatesemployment hereunder for Good Reason, the Company shall pay to the Executive,within 20 days following termination, (i) any unpaid salary through the date oftermination and any bonus earned in the prior year but not yet paid, as well asreimbursement of any unpaid reimbursable expenses incurred on behalf of theCompany, (ii) the Target Bonus for the calendar year in which terminationoccurs, prorated for the portion of such year preceding termination, (iii) alump-sum payment equal to (x) the sum of (q) Executive's yearly salary at therate in effect immediately preceding termination and (r) the greater of theTarget Amount or 

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 Executive's Target Bonus for the calendar year in whichtermination occurs multiplied by (y) the Severance Multiple (as defined herein),and (iv) a lump-sum equal to the Company's cost for health insurance, lifeinsurance and retirement benefits for the Severance Period.

        (e) As used herein:

            (i) the term "Cause" shall mean (v) the Executive's commission ofan act of fraud or dishonesty or a crime involving money or other property ofthe Company; (w) the Executive's conviction of a felony or a plea of guilty or *nolocontendere* to an indictment for a felony; (x) if, in carrying outExecutive's duties hereunder, the Executive engages in conduct which constituteswillful misconduct or gross negligence; (y) the Executive's failure to carry outa lawful order of the Board of Directors of the Company; or (z) a materialbreach by the Executive of this Agreement. Any act or failure to act on the partof the Executive which is based upon authority given pursuant to a resolutionduly adopted by the Board of Directors of the Company, or based upon the adviceof counsel for the Company, shall not constitute Cause as used herein. Forpurposes of this Section 6(e)(i) only, a breach shall be "material" ifit 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 at all possible) within 30 daysafter delivery of the written Notice of Termination, and has not so cured suchconduct (if at all possible), and (ii) the Executive has been provided anopportunity to be heard (with counsel) by the Board within 30 days afterdelivery of the notice of Termination; provided, however, that in the case oftermination for Cause under clauses (x), (y), and (z) above, the date oftermination shall be no earlier than 35 days after delivery of the Notice of Termination. The Companyshall assume the burdens of establishing, by clear and convincing evidence, that(a) the acts claimed to constitute Cause occurred, and (b) any claimed breach,willful misconduct, gross negligence and/or failure (or any other claims underthe Cause provisions hereunder) are material.

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

(1) a material breach of the Company's obligations under                    this Agreement, including, without limitation, the Company's                    failure to comply with its covenants in Section 5, 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;

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(3) the relocation of the Executive's office to a                    location more than 30 miles from Executive's present office;

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

(5) the failure to continue in effect any compensation or                    benefit plan in which the Executive is participating, unless                    either (i) an equitable arrangement (embodied in an ongoing                    substitute or alternative plan) has been made with respect                    to such plan; or (ii) the failure to continue the                    Executive's participation therein (or in such substitute or                    alternative plan) does not discriminate against the                    Executive, both with respect to the amount of benefits                    provided and the level of the Executive's participation,                    relative to other similarly situated participants;

(6) a reduction in the Executive's title and status as                    President and Chief Executive Officer of the Company, or any                    change in the Executive's status as the sole employee of the                    Company reporting directly to the Board of Directors of the                    Company; or the assignment to the Executive of any duties                    materially inconsistent with the Executive's position                    (including, without limitation, status, office, titles and                    reporting requirements), authority, duties or                    responsibilities as contemplated by Section 1 of this                    Agreement, or any other action by the Company which results                    in a material diminution in such position, authority, duties                    or responsibilities, excluding for this purpose any action                    not taken in bad faith and which is remedied by the Company                    no later than thirty (30) days after written notice by the                    Executive; or

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

            (iii) the terms "Disabled" or "Disability" shall mean theExecutive's physical or mental incapacity which renders the Executive incapable,even with a reasonable accommodation by the Company, of performing the essentialfunctions of the duties required of 

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 Executive by this Agreement for one hundredtwenty (120) or more consecutive days; the term "Disability TerminationDate" shall mean the date as of which the Executive's employment with theCompany is terminated, either by the Executive or by the Company, following thesuffering of a Disability by the Executive.

            (iv) the term "Severance Period" shall mean the period commencingwith the termination of the Executive's employment and ending with theExpiration 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 theCompany's 1999 Stock Incentive Plan, as in effect on the date hereof.

            (vii) the term "Target Bonus" shall mean 100% of Executive's annualsalary for any given year during the Term.

            (viii) the term "Retirement" shall mean voluntary retirement by theExecutive after attaining age 55 with 10 years of service with the Company(including service with McNaughton Apparel Group Inc. and its businesses(collectively, "MAG")prior to acquisition of MAG by the Company (the "Merger"),or, if the Executive has not attained age 55 and/or has less than 10 years ofservice with the Company (including service with MAG prior to the acquisition ofMAG by the Company), the Company determines that circumstances exist thatwarrant the granting of Retirement status.

        (f) The Executive shall have no obligation to seek other employment orotherwise mitigate the Company's obligations to make payments under this Section6, and the Company's obligations shall not be reduced by the amount, if any, ofother compensation or income earned or received by the Executive after theeffective date of Executive's termination.

    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 meaning of Section 280G of the Internal RevenueCode of 1986, as amended (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 the Executive retaining alarger amount, on an after-tax basis (taking into account 

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 federal, state andlocal income taxes and the Excise Tax), than if the Executive received theentire amount of such Total Payments. Unless the Executive shall have givenprior written notice specifying a different order to the Company to effectuate theforegoing, the Company shall reduce or eliminate the Total Payments, by firstreducing or eliminating the portion of the Total Payments which are not payablein cash and then by reducing or eliminating cash payments, in each case inreverse order beginning with payments or benefits which are to be paid thefarthest in time from the Determination (as defined herein). Any notice given bythe Executive pursuant to the preceding sentence shall take precedence over theprovisions of any other plan, 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 accounting firm selected by the Company from among itsindependent auditors and the five (5) largest accounting firms (an"Eligible Accounting Firm") in the United States (the "AccountingFirm"). The Accounting Firm shall provide its determination (the"Determination"), together with detailed supporting calculations anddocumentation to the Company and the Executive within ten (10) days of the lastday of Executive's employment. If the Accounting Firm determines that no ExciseTax is payable by the Executive with respect to the Total Payments, it shallfurnish the Executive with an opinion reasonably acceptable to the Executivethat no Excise Tax will be imposed with respect to any such payments and, absentmanifest error, such Determination shall be binding, final and conclusive uponthe Company and the Executive. If the Accounting Firm determines that an ExciseTax would be payable, the Executive shall have the right to accept theDetermination of the Accounting Firm as to the extent of the reduction, if any,pursuant to this Section 7, or to have such Determination reviewed by anotherEligible Accounting Firm selected by the Executive, at the expense of theCompany, in which case the determination of such second accounting firm shall bebinding, final and conclusive 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 employment by the Company, shall be considered as"made for hire" and shall belong to the Company and shall be promptlydisclosed to the Company. During the Executive's employment and thereafter, theExecutive shall, without additional compensation, execute and deliver to or asrequested by the Company, any instruments of transfer and take such other actionas the Company may reasonably request to carry out the provisions hereof,including filing, at the Company's sole expense, trademark, patent or copyrightapplications for any trade name or mark, invention or writing covered hereby andassigning such applications to the Company.

    9.**Confidential Information.** The Executive shall not, either duringthe term of Executive's employment by the Company or thereafter, disclose toanyone or use (except, in each case, in the performance of Executive'sresponsibilities hereunder and in the regular course of the Company's business),any information acquired by the Executive in connection with or during the 

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period of Executive's employment by the Company or MAG, with respect to anyconfidential, proprietary or secret aspect of the affairs of the Company or anyof its affiliates, including but not limited to the requirements and terms ofdealings with existing or potential licensors, licensees, designers, suppliersand customers and methods of doing business, all of which the Executiveacknowledges are confidential and proprietary to the Company, and any of itsaffiliates, as the case may be. Notwithstanding the foregoing, nothing containedin this Section 9 shall, except during the Severance Period, constitute a basisto prevent the Executive from working for any other entity, provided that he ispermitted to do so under Section 10 hereunder.

    10.**Competition; Recruitment; Non-Disparagement.**
        (a) The Executive shall not, at any time during Executive's employment by theCompany and during the Severance Period (provided that the Company is making thepayments to Executive which may be required hereby during such Severance Period)(the "Non-Compete Period") and under the following circumstances,engage or become interested (as an owner, stockholder, partner, director,officer, employee, consultant or otherwise) in any business which then competes,directly or indirectly, with the business then conducted by the Company or anyof its subsidiaries or affiliates. Notwithstanding the provisions of theprevious sentence, if the Executive's employment is terminated by the Companyfor Cause prior to June 19, 2004, the restrictions imposed on Executive by suchsentence shall remain in effect only for so long as the Company pays theExecutive during each month or portion thereof through June 19, 2004, an amountequal to the sum of (x) Executive's monthly salary at the rate in effectimmediately preceding termination and (y) one-twelfth of the Executive's TargetBonus for the calendar year in which termination occurs, and provides toExecutive through June 19, 2004, continuation of Executive's participation(including the Company's contributions thereto) in all benefit plans andpractices in which Executive was participating immediately precedingtermination. The ownership of less than 5% of the stock of a publicly ownedcompany which competes with the Company, any of its subsidiaries or affiliates,in and of itself, shall not be considered a violation of the provisions of thisSection 10.

        (b) The Executive shall not, at any time during Executive's employment by theCompany and thereafter until the second anniversary of the expiration of theNon-Compete Period, recruit, solicit for employment, hire or engage, or assistany person or entity in recruiting, soliciting for employment, hiring orengaging, any employee or consultant of the Company, any of its subsidiaries oraffiliates, or any person who was an employee or consultant of the Company, anyof its subsidiaries or affiliates within one year before the termination of theExecutive's employment.

        (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.

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        (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 their subsidiaries and affiliates. The Executive furtheragrees that a breach of Section 8, 9 or 10 of this Agreement shall result in theimmediate cessation of any payments pursuant to this Section 10 and Section 6hereof, if applicable. The duration and the scope of these restrictions on theExecutive's activities are divisible, so that if any provision of this Section10 is held or deemed to be invalid, that provision shall be automaticallymodified to the extent 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's address on file with theCompany, with a copy to Charles M. Modlin, Esq., Modlin Haftel & Nathan LLP,777 Third Avenue, New York, New York 10017, or to the Company at 1411 Broadway,New York, New York 10018, Attention: General Counsel (or at such other addressas such party may specify by written notice to the other party).

    12.**Successors; Binding Agreement.**
        (a)**Company's Successors.** No rights or obligations of theCompany under this Agreement may be assigned or transferred by the Company,except that such rights or obligations may be assigned or transferred pursuantto a merger or consolidation in which the Company is not the continuing entity,or the sale or liquidation of all or substantially all of the business or assetsof the Company, provided that the assignee or transferee is the successor to allor substantially all of the business or assets of the Company and such assigneeor transferee assumes all of the liabilities, obligations and duties of theCompany, as contained in this Agreement, either contractually or as a matter oflaw. The Company will require any such successor to expressly assume and agreeto perform this Agreement in the same manner and to the same extent that theCompany would be required to perform it if no such succession had taken place.As used in this Agreement, "Company" shall mean the Company ashereinbefore defined and any successor to its business or assets as aforesaid,which executes and delivers the agreement provided for in this Section 12 orwhich otherwise becomes bound by all the terms and provisions of this Agreementor by operation of law.

        (b) **Executive's Successors**. This Agreement shall not beassignable by the Executive. This Agreement and all rights of the Executivehereunder shall inure to the benefit of and be enforceable by the Executive'spersonal or legal representatives, executors, administrators, successors, heirs,distributees, devisees and legatees. Upon the Executive's death, all amounts towhich Executive is entitled hereunder, unless otherwise provided herein, shallbe paid in accordance with the terms of this Agreement to the Executive'sdevisee, legatee, or other designee or, if there be no such designee, to theExecutive's estate.

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    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 theExecutive's performance of Executive's duties hereunder or Executive's status asan employee, officer, director or agent of the Company or its affiliates, inaccordance with the Company's indemnity policies for its senior executives.

    14. **Interest on Late Payments.** "Undisputed Late Obligations"shall bear interest beginning on the Due Date until paid in full at an annualrate of one percent (1.0%) plus the prime rate as declared from time to time byJP MorganChase. For purposes hereof, "Undisputed Late Obligations"shall mean any obligation which remains unpaid 5 days after written noticethereof is delivered to the other party in accordance with Section 11 (the"Due Date") for money under this Agreement owing from one party toanother, which obligation (i) is not subject to any *bona fide* dispute or(ii) has been adjudicated by an arbitration panel or court of competentjurisdiction 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 then ineffect in the State of New York, as the sole and exclusive remedy of eitherparty, and judgment upon such award rendered by the arbitrator(s) may be enteredin any court of competent jurisdiction.

    16. **Attorneys' Fees.** The Company shall reimburse the Executive (or theExecutive shall reimburse the Company) for all reasonable costs, includingwithout limitation reasonable attorneys' fees, of the Executive or the Company,as the case may be, in any dispute, arbitration or proceeding arising under thisAgreement (collectively, a "Proceeding"), so long as the Executive orthe Company, as the case may be, "prevails in substantial part" withrespect to Executive's or the Company's claims or defenses in such Proceeding.For purposes hereof, the Executive shall be deemed to have "prevailed insubstantial part" if (i) the Executive is the party originally demanding aProceeding, and the arbitrator(s) shall have awarded the Executive at least 75%of the amount originally demanded by the Executive, or (ii) the Company is theparty originally demanding a Proceeding, and the arbitrator(s) shall have deniedthe Company the relief originally requested. The Company shall be deemed to have"prevailed in substantial part" if the Executive is the partyoriginally demanding a Proceeding and the arbitrator(s) shall have awarded theExecutive less than 25% of the amount originally demanded by the Executive.

    17.**Restrictions on Disposition of Shares and Exercise of Options.**TheCompany and the Executive each agree that the Executive shall have the right (1)to sell, exchange, assign, pledge, encumber, hypothecate, transfer, enter intoany hedge (or similar transaction with the same economic effect as a sale orpartial sale) in respect of or otherwise dispose of (a "Transfer") anyshares of the Company's common stock ("Company Shares") (or intereststherein) underlying 

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 the options to acquire Company Shares that Executivereceived in the Merger ("Merger Options") or (2) Transfer any CompanyShares (or interests therein) that Executive receives upon exercise of theMerger Options.

    Except as specifically provided above or as specifically provided in theAgreement and Plan of Merger dated as of April 13, 2001 among the Company, MNAcquisition Corporation and MAG (the AMergerAgreement@), the terms and conditionsof the MAG stock options (that were converted into Merger Options in the Merger)will continue to apply and remain in full force and effect.

    18. **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 with respect to the subject matter hereof, and supersedes the PriorEmployment Agreement and all other existing agreements between MAG and Executiveor the Company and Executive, and cannot be amended, unless such amendment is inwriting and signed by both parties 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 to the exclusivejurisdiction of any federal or state court in the State of New York to resolveany 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 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.

    (g) The obligations of the Executive and the Company hereunder shall survivethe 

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 termination of the term of this Agreement and the Executive's employmenthereunder, to the extent necessary to give full effect to the provisions of thisAgreement.

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

JONES APPAREL GROUP, INC.

By: /s/ Wesley R. Card      Chief Operating and Financial Officer/s/ Peter Boneparth      Executive

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**JONES APPAREL GROUP, INC. FORM OF STOCK OPTION AGREEMENT**

    THIS AGREEMENT, made as of this ___ day of ________ byJONES APPAREL GROUP, INC., a Pennsylvania corporation (hereinafter called the"Company"), with the person executing this Agreement (hereinaftercalled the "Holder"):

    The Company has adopted the stock option plan identifiedon Annex I attached hereto (the "Plan"). Said Plan, as it mayhereafter be amended and continued, is incorporated herein by reference and madepart of this Agreement.

    The Committee, which is charged with the administration ofthe Plan pursuant to Section 3 thereof, has determined that it would be to theadvantage and interest of the Company to grant the option provided for herein tothe Holder.

    NOW, THEREFORE, pursuant to the Plan, the Company with theapproval of the Committee hereby grants to the Holder as of the date hereof anoption (the "Option") to purchase all or any part of the number ofshares of Common Stock of the Company set forth on Annex I, at the price pershare set forth on Annex I, which price is not less than the fair market valueof a share of Common Stock on the date hereof, and upon the following terms andconditions:

    1. The Option shall continue in force through the"Expiration Date" stated on Annex I, unless sooner terminated asprovided herein and in the Plan. Subject to the provisions of the Plan, theOption shall become exercisable as provided in the Vesting Schedule in Annex I.Such installments shall be cumulative, subject to the following:

        a. Except as provided hereinbelow,the Option may not be exercised unless the Holder is then an employee (includingdirectors and officers who are employees), director or officer of the Company orany subsidiary of the Company, in each case, on the date of grant, or aconsultant, advisor, agent or independent representative of the Company or anysubsidiary of the Company, or any combination thereof.

    2. In the event that the employment of the Holder shall beterminated by the Holder without "Good Reason" (as defined in thatemployment agreement dated March 11, 2001 between the Company and the Holder -the "Employment Agreement") prior to the Expiration Date, the Optionmay be exercised (to the extent that the Holder was entitled to do so at thetermination of employment) at any time within three months after suchtermination, but not after the Expiration Date. Nothing in this Agreement shallconfer upon the Holder any right to continue in the employ or service of theCompany or any subsidiary of the Company or affect the right of the Company orany subsidiary to terminate his employment at any time.

    3. If the Holder shall (a) die while he is employed by theCompany or a corporation which is a subsidiary thereof, or (b) become Disabled(as defined in the Employment 

Agreement) while employed by the Company, or (c) enter Retirement (as definedin the Employment Agreement), or Holder's employment is terminated by theCompany without Cause (as defined in the Employment Agreement) or by the Holderfor Good Reason, or there shall have occurred a "Change in Control"(as defined in the Employment Agreement), then the Option shall becomeimmediately fully exercisable, as set forth herein by the Holder or by theperson or persons to whom the Holder's rights under the Option pass by will orapplicable law, or if no such person has such right, by his executors oradministrators, and shall remain exercisable until (x) the Expiration Date inthe case of the Holder's Retirement or Disability or following termination ofemployment by the Company without Cause or by the Holder for Good Reason orfollowing a Change in Control, or (y) during the 3-year period following theHolder's death.

    4. a. The Holder may exercise the Option with respect toall or any part of the shares then purchasable hereunder by giving the Companywritten notice in the form annexed, as provided in paragraph 8 hereof, of suchexercise. Such notice shall specify the number of shares as to which the Optionis being exercised and shall be accompanied by payment in full in cash of anamount equal to the exercise price of such shares multiplied by the number ofshares as to which the Option is being exercised; provided that, if permitted bythe Board, the purchase price may be paid, in whole or in part, by surrender ordelivery to the Company of securities of the Company having a fair market valueon the date of the exercise equal to the portion of the purchase price being sopaid. In such event fair market value should be determined pursuant to paragraph5 of the Plan.

        b. Prior to or concurrently withdelivery by the Company to the Holder of a certificate(s) representing suchshares, the Holder shall, upon notification of the amount due, pay promptly anyamount necessary to satisfy applicable federal, state or local tax requirements.In the event such amount is not paid promptly, the Company shall have the rightto apply from the purchase price paid any taxes required by law to be withheldby the Company with respect to such payment and the number of shares to beissued by the Company will be reduced accordingly.

    5. Notwithstanding any other provision of the Plan, in theevent of a change in the outstanding Common Stock of the Company by reason of astock dividend, split-up, split-down, reverse split, recapitalization, merger,consolidation, combination or exchange of shares, spin-off, reorganization,liquidation or the like, then the aggregate number of shares and price per sharesubject to the Option shall be appropriately adjusted by the Board, whosedetermination shall be conclusive.

    6. a. For Non-Qualified Stock Options: No Non-QualifiedStock Options ("NQSO") granted hereunder shall be transferable otherthan by will or by the laws of descent and distribution, except that all or anyportion of the NQSO may be transferred to or for the benefit of (by trust) thespouse or lineal descendents of the Holder, subject to such restrictions ontransfer which may be imposed by federal and state securities laws, and if priorthereto the transferee agrees to be bound by the terms of the Plan and thisAgreement. Options may be exercised, during the lifetime of the Holder, only bythe Holder, or by his guardian or legal representative or permitted transferee.

        b. For Incentive Stock Options:Incentive Stock Options ("ISO") shall, during the Holder's lifetime,be exercisable only by him, and neither the ISO nor any right hereunder shall betransferable by him, by operation of law or otherwise, except by will or by thelaws of descent and distribution.

    7. Neither the Holder nor in the event of his death, anyperson entitled to exercise his rights, shall have any of the rights of astockholder with respect to the shares subject to the Option until sharecertificates have been issued and registered in the name of the Holder or hisestate, as the case may be.

    8. Any notice to the Company provided for in thisAgreement shall be addressed to the Company in care of its Chief FinancialOfficer, 250 Rittenhouse Circle, Bristol, Pennsylvania 19007 and any notice tothe Holder shall be addressed to him at his address now on file with theCompany, or to such other address as either may last have designated to theother by notice as provided herein. Any notice so addressed shall be deemed tobe given on the second business day after mailing, by registered or certifiedmail, at a post office or branch post office within the United States.

    9. 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 Option, the determination by the Committee (as constituted atthe time of such determination) of the rights of the Holder shall be conclusive,final and binding upon the Holder and upon any other person who shall assert anyright pursuant to this Option.
JONES APPAREL GROUP, INC.      
By: ________________________________        ACCEPTED AND AGREED      
______________________________ Holder 
**ANNEX I**

Peter Boneparth

Granted To: Peter Boneparth   Grant Date: _____________  Options Granted: _______________   Option Type: **Non-Qualified Stock Option**

Option Price per Share: __________________   Expiration Date: __________________   Plan: 1999

**Vesting Schedule**  ________ on March __, 200_   ________ on March __, 200_   ________ on March __, 200_ 

**ANNEX I**

Peter Boneparth

Granted To: Peter Boneparth   Grant Date: _____________  Options Granted: _______________   Option Type: **Incentive Stock Option**

Option Price per Share: __________________   Expiration Date: __________________   Plan: 1999

**Vesting Schedule**  ________ on March __, 200_   ________ on March __, 200_   ________ on March __, 200_