**EXHIBIT 4.15**

JONES APPAREL GROUP, INC.JONES APPAREL GROUP HOLDINGS, INC.JONES APPAREL GROUP USA, INC.NINE WEST FOOTWEAR CORPORATIONJONES RETAIL CORPORATION

$250,000,000 Aggregate Principal Amount of 6.125% Senior Notesdue 2034

EXCHANGE AND NOTE REGISTRATION RIGHTS AGREEMENT

November 22, 2004

CITIGROUP GLOBAL MARKETS INC.J.P. MORGAN SECURITIES INC.

As Representatives of the Several Initial      Purchasers listed in Schedule I hereto

c/o Citigroup Global Markets Inc.      388 Greenwich Street      New York, New York 10013      J.P. Morgan Securities Inc.      270 Park Avenue      New York, New York 10017

Ladies and Gentlemen:

        Jones Apparel Group, Inc., a Pennsylvania corporation ("the Company"),Jones Apparel Group Holdings, Inc., a Delaware corporation, Jones Apparel GroupUSA, Inc., a Pennsylvania corporation, Nine West Footwear Corporation, aDelaware corporation and Jones Retail Corporation, a New Jersey corporation(collectively, the "Issuers"), as joint and several obligors,propose to issue and sell to the several parties names in Schedule I hereto (the"Initial Purchasers"), upon the terms and subject to theconditions set forth in a purchase agreement dated November 22, 2004 (the "PurchaseAgreement"), $250,000,000 aggregate principal amount of their 6.125%Senior Notes due 2034 (the "Securities"). Capitalized termsused but not defined herein shall have the meanings given to such terms in thePurchase Agreement.

        As an inducement to the Initial Purchasers to enter into the PurchaseAgreement and in satisfaction of a condition to the obligations of the InitialPurchasers thereunder, the Issuers jointly and severally agree with the InitialPurchasers, for the benefit of the holders (including the Initial Purchasers) ofthe Securities and the Exchange Securities (as defined herein) (collectively,the "Holders"), as follows:

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        Section 1*. RegisteredExchange Offer**.*The Issuers shall (i) prepare and file with theCommission a registration statement (the "Exchange Offer RegistrationStatement") on an appropriate form under the Securities Act withrespect to a proposed offer to the Holders of the Securities (the "RegisteredExchange Offer") to issue and deliver to such Holders, in exchange forthe Securities, a like aggregate principal amount of debt securities of theIssuers (the "Exchange Securities"), that are identical in allmaterial respects to the Securities, except that the additional interestprovisions and the transfer restrictions relating to the Securities will beeliminated, (ii) use their reasonable efforts to cause the Exchange OfferRegistration Statement to become effective under the Securities Act and theRegistered Exchange Offer to be consummated no later than 210 days after thedate of original issuance of the Securities (the "Issue Date"),and (iii) keep the Exchange Offer Registration Statement effective for not lessthan 30 calendar days (or longer, if required by applicable law) after the dateon which notice of the Registered Exchange Offer is mailed to the Holders (suchperiod being called the "Exchange Offer Registration Period").The Exchange Securities will be issued under the Indenture or an indenture (the"Exchange Securities Indenture") among the Issuers and theTrustee or such other bank or trust company that is reasonably satisfactory tothe Initial Purchasers, as trustee (the "Exchange SecuritiesTrustee"), such indenture to be identical in all material respects to theIndenture, except for the additional interest provisions and the transferrestrictions relating to the Securities (as described above).

        Upon the effectiveness of the Exchange Offer Registration Statement, theIssuers shall promptly commence the Registered Exchange Offer, it being theobjective of such Registered Exchange Offer to enable each Holder electing toexchange Securities for Exchange Securities (assuming that such Holder (a) isnot an affiliate of any of the Issuers (within the meaning of the SecuritiesAct) or an Exchanging Dealer (as defined herein) not complying with therequirements of the next sentence, (b) is not an Initial Purchaser holdingSecurities that have, or that are reasonably likely to have, the status of anunsold allotment in an initial distribution, (c) acquires the ExchangeSecurities in the ordinary course of such Holder's business and (d) has noarrangements or understandings with any person to participate in thedistribution of the Exchange Securities) to trade such Exchange Securities fromand after their receipt without any limitations or restrictions under theSecurities Act and without material restrictions under the securities laws ofthe several states of the United States. The Issuers, the Initial Purchasers andeach Exchanging Dealer (as defined below) acknowledge that, pursuant to currentinterpretations by the Commission's staff of Section 5 of the Securities Act,and in the absence of an applicable exemption therefrom, each Holder (which mayinclude the Initial Purchasers) that is a broker-dealer electing to exchangeSecurities, acquired for its own account as a result of market-making activitiesor other trading activities, for Exchange Securities (an "ExchangingDealer"), may be deemed to be an "underwriter" within themeaning of the Securities Act and must therefore, deliver a prospectuscontaining substantially 

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 the information set forth in Annex A hereto on thecover, in Annex B hereto in the "Exchange Offer Procedures" sectionand the "Purpose of the Exchange Offer" section and in Annex C heretoin the "Plan of Distribution" section of such prospectus in connectionwith a sale of any such Exchange Securities received by such Exchanging Dealerpursuant to the Registered Exchange Offer.

        In connection with the Registered Exchange Offer, the Issuers shall:

        (a) mail to each Holder a copy of the prospectus forming part of the ExchangeOffer Registration Statement, together with an appropriate letter of transmittaland related documents;

        (b) keep the Registered Exchange Offer open for not less than 30 calendardays (or longer, if required by applicable law) after the date on which noticeof the Registered Exchange Offer is mailed to the Holders;

        (c) utilize the services of a depositary for the Registered Exchange Offerwith an address in the Borough of Manhattan, The City of New York;

        (d) permit Holders to withdraw tendered Securities at any time prior to theclose of business, New York City time, on the last business day on which theRegistered Exchange Offer shall remain open; and

        (e) otherwise comply in all respects with all laws that are applicable to theRegistered Exchange Offer.

        As soon as practicable after the close of the Registered Exchange Offer, theIssuers shall:

        (a) accept for exchange all Securities validly tendered and not validlywithdrawn pursuant to the Registered Exchange Offer (it being understood thatall questions as to validity, form, eligibility (including time of receipt) andacceptance of Securities tendered for exchange shall be determined by theIssuers in their sole discretion, which determination shall be final andbinding);

        (b) deliver to the Trustee for cancellation all Securities so accepted forexchange; and

        (c) cause the Trustee or the Exchange Securities Trustee, as the case may be,promptly to authenticate and deliver to each Holder, Exchange Securities equalin principal amount to the Securities of such Holder so accepted for exchange.

        The Issuers shall use their reasonable efforts to keep the Exchange OfferRegistration Statement effective and to amend and supplement the prospectuscontained therein in order to permit such prospectus to be used by all persons 

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subject to the prospectus delivery requirements of the Securities Act for suchperiod of time as such persons must comply with such requirements in order toresell the Exchange Securities; provided, that (i) in the case where suchprospectus and any amendment or supplement thereto must be delivered by anExchanging Dealer, such period shall be the lesser of 180 days and the date onwhich all Exchanging Dealers have sold all Exchange Securities held by them and(ii) the Issuers shall make such prospectus and any amendment or supplementthereto available to any broker-dealer for use in connection with any resale ofany Exchange Securities for a period of not less than 90 days after theconsummation of the Registered Exchange Offer.

        The Indenture or the Exchange Securities Indenture, as the case may be, shallprovide that the Securities and the Exchange Securities shall vote and consenttogether on all matters as one class and that none of the Securities or theExchange Securities will have the right to vote or consent as a separate classon any matter.

        Interest on each Exchange Security issued pursuant to the Registered ExchangeOffer will accrue from the last interest payment date on which interest was paidon the Securities surrendered in exchange therefor or, if no interest has beenpaid on the Securities, from the Issue Date.

        Each Holder participating in the Registered Exchange Offer shall be requiredto represent to the Issuers that at the time of the consummation of theRegistered Exchange Offer (i) any Exchange Securities received by such Holderwill be acquired in the ordinary course of business, (ii) such Holder will haveno arrangements or understanding with any person to participate in thedistribution of the Securities or the Exchange Securities within the meaning ofthe Securities Act and (iii) such Holder is not an affiliate of any of theIssuers or, if it is such an affiliate, such Holder will comply with theregistration and prospectus delivery requirements of the Securities Act to theextent applicable.

        Notwithstanding any other provisions hereof, the Issuers will ensure that (i)any Exchange Offer Registration Statement and any amendment thereto and anyprospectus forming part thereof and any supplement thereto complies in allmaterial respects with the Securities Act and the rules and regulations of theCommission thereunder, (ii) any Exchange Offer Registration Statement and anyamendment thereto does not, when it becomes effective, contain an untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading and(iii) any prospectus forming part of any Exchange Offer Registration Statement,and any supplement to such prospectus, does not, as of the consummation of theRegistered Exchange Offer, include an untrue statement of a material fact oromit to state a material fact necessary in order to make the statements therein,in the light of the circumstances under which they were made, not misleading.

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        Section 2*. ShelfRegistration**.*If (i) after the Issue Date, there is a change inlaw or applicable interpretations thereof by the Commission's staff and as aresult the Issuers are not permitted to effect the Registered Exchange Offer ascontemplated by Section 1 hereof, or (ii) any Holder is not permitted toparticipate in such Registered Exchange Offer because of any applicable law orinterpretation thereof, or (iii) such Registered Exchange Offer is notconsummated within 210 days after the Issue Date, or (iv) any Holder (other thanan Initial Purchaser holding Securities acquired directly from the Issuers) thatparticipates in the Registered Exchange Offer does not receive freelytransferable Exchange Securities in exchange for tendered Securities, other thanby reason of such Holder being an Affiliate of any of the Issuers (it beingunderstood that, for purposes of this Section 2, the requirement that anExchanging Dealer deliver a prospectus in connection with sales of ExchangeSecurities acquired in the Registered Exchange Offer in exchange for Securitiesacquired as a result of marketmaking activities or other trading activitiesshall not result in such Exchange Securities being not "freely tradeable"),or (v) any Initial Purchaser requests within 30 days after the consummation ofthe exchange offers with respect to Securities acquired by them directly fromthe Issuers that have, or that are reasonably likely to be determined to have,the status of unsold allotments in an initial distribution, then the followingprovisions shall apply:

        (a) The Issuers shall use their reasonable efforts to file as promptly aspracticable with the Commission, and thereafter shall use their reasonableefforts to cause to be declared effective as promptly as practicably after thedate on which the filing obligation arises, a shelf registration statement on anappropriate form under the Securities Act relating to the offer and sale of theTransfer Restricted Securities (as defined below) by the Holders thereof fromtime to time in accordance with the methods of distribution set forth in suchregistration statement (hereafter, a "Shelf Registration Statement"and, together with any Exchange Offer Registration Statement, a "RegistrationStatement"); provided, however, that, with respect toExchange Securities received by an Initial Purchaser in exchange for Securitiesconstituting any portion of an unsold allotment, the Issuers may, if permittedby current interpretations by the Commission's staff, file a post-effectiveamendment to the Exchange Offer Registration Statement containing theinformation required by Regulation SK Items 507 and/or 508, as applicable, insatisfaction of their obligations under this paragraph (a) with respect thereto,and any such Exchange Offer Registration Statement, as so amended, shall bereferred to herein as, and governed by the provisions herein applicable to, aShelf Registration Statement.

        (b) The Issuers shall use their reasonable efforts to keep the ShelfRegistration Statement continuously effective in order to permit the prospectusforming part thereof to be used by Holders of Transfer Restricted Securities fora period ending on the earlier of (i) two years from the Issue Date or suchshorter period that will terminate when all the Transfer Restricted Securitiescovered by 

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 the Shelf Registration Statement have been sold pursuant thereto and(ii) the date on which the Securities become eligible for resale without volumerestrictions pursuant to Rule 144 under the Securities Act (in any such case,such period being called the "Shelf Registration Period"). TheIssuers shall be deemed not to have used their reasonable efforts to keep theShelf Registration Statement effective during the requisite period if theyvoluntarily take any action that would result in Holders of Transfer RestrictedSecurities covered thereby not being able to offer and sell such TransferRestricted Securities during that period, unless (i) such action is required byapplicable law or (ii) such action is contemplated by Section 4(o).

        (c) Notwithstanding any other provisions hereof, the Issuers will ensure that(i) any Shelf Registration Statement and any amendment thereto and anyprospectus forming part thereof and any supplement thereto complies in allmaterial respects with the Securities Act and the rules and regulations of theCommission thereunder, (ii) any Shelf Registration Statement and any amendmentthereto (in either case, other than with respect to information included thereinin reliance upon or in conformity with written information furnished to theIssuers by or on behalf of any Holder specifically for use therein (the "Holders'Information")) does not contain an untrue statement of a material factor omit to state a material fact required to be stated therein or necessary tomake the statements therein not misleading and (iii) any prospectus forming partof any Shelf Registration Statement, and any supplement to such prospectus (ineither case, other than with respect to Holders' Information), does notinclude an untrue statement of a material fact or omit to state a material factnecessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading.

        Section 3*. AdditionalInterest**.* (a) The parties hereto agreethat the Holders of Transfer Restricted Securities will suffer damages if theIssuers fail to fulfill their obligations under Section 1 or Section 2, asapplicable, and that it would not be feasible to ascertain the extent of suchdamages. Accordingly, if (i) the Registered Exchange Offer is not consummated onor prior to 210 days after the Issue Date, (ii) the Shelf Registration Statementis not declared effective on or prior to the later of (A) the date that is 210days after the Issue Date and (B) 90 days after the obligation to file suchShelf Registration Statement arises under Section 2 or (iii) the ShelfRegistration Statement is filed and declared effective within the periodprescribed by clause (ii) but shall thereafter cease to be effective at any timethat the Issuers are obligated to maintain the effectiveness thereof (other than(A) as contemplated by Section 4(o), provided that the period of timeduring which the Shelf Registration Statement is not effective pursuant toSection 4(o) does not exceed either two periods of up to 45 days or 90 days inthe aggregate during any 365-day period, or (B) as required by applicable law)(each such event referred to in clauses (i) through (iii), a "RegistrationDefault"), the Issuers will be obligated to pay additional interest to eachHolder of Transfer 

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 Restricted Securities, during the period of one or more suchRegistration Defaults, at a rate of 0.25% per annum for the first 90 days and0.50% per annum thereafter, determined daily, on the principal amount of theSecurities constituting Transfer Restricted Securities held by such holder until(i) the Registered Exchange Offer is consummated, (ii) the Shelf RegistrationStatement is declared effective or (iii) the Shelf Registration Statement againbecomes effective, as the case may be. Following the cure of all RegistrationDefaults, the accrual of additional interest will cease. As used herein, theterm "Transfer Restricted Securities" means (i) each Security untilthe date on which such Security has been exchanged for a freely transferableExchange Security in the Registered Exchange Offer, (ii) each Security until thedate on which it has been effectively registered under the Securities Act anddisposed of in accordance with the Shelf Registration Statement or (iii) eachSecurity until the date on which it is distributed to the public pursuant toRule 144 under the Securities Act or is saleable pursuant to Rule 144(k) underthe Securities Act. Notwithstanding anything to the contrary in this Section3(a), none of the Issuers shall be required to pay additional interest to aHolder of Transfer Restricted Securities if such Holder failed to comply withits obligations to make the representations set forth in the second to lastparagraph of Section 1 or failed to provide the information required to beprovided by it, if any, pursuant to Section 4(n).

        (b) The Issuers shall notify the Trustee and the Paying Agent under theIndenture promptly upon the happening of each and every Registration Default.The Issuers shall pay the additional interest due on the Transfer RestrictedSecurities by depositing with the Paying Agent (which may not be any of theIssuers for these purposes), in trust, for the benefit of the Holders thereof,prior to 10:00 a.m., New York City time, on the next interest payment datespecified by the Indenture and the Securities, sums sufficient to pay theadditional interest then due. The additional interest due shall be payable oneach interest payment date specified by the Indenture and the Securities to therecord holder entitled to receive the interest payment to be made on such date.Each obligation to pay additional interest shall be deemed to accrue from andincluding the date of the applicable Registration Default.

        (c) The parties hereto agree that the additional interest provided for inthis Section 3 constitute a reasonable estimate of and are intended toconstitute the sole and exclusive remedy for damages that will be suffered byHolders of Transfer Restricted Securities by reason of the failure of (i) theShelf Registration Statement or the Exchange Offer Registration Statement to befiled, (ii) the Shelf Registration Statement to remain effective or (iii) theExchange Offer Registration Statement to be declared effective and theRegistered Exchange Offer to be consummated, in each case to the extent requiredby this Agreement.

        Section 4*. Registration Procedures**.*Inconnection with any Registration Statement, the following provisions shallapply:

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        (a) The Issuers shall (i) furnish to each Initial Purchaser, prior to thefiling thereof with the Commission, a copy of the Registration Statement andeach amendment thereof and each supplement, if any, to the prospectus includedtherein and shall use their reasonable efforts to reflect in each such document,when so filed with the Commission, such comments as any Initial Purchaser mayreasonably propose; (ii) include the information set forth in Annex A hereto onthe cover, in Annex B hereto in the "Exchange Offer Procedures"section and the "Purpose of the Exchange Offer" section and in Annex Chereto in the "Plan of Distribution" section of the prospectus forminga part of the Exchange Offer Registration Statement, and include the informationset forth in Annex D hereto in the Letter of Transmittal delivered pursuant tothe Registered Exchange Offer; and (iii) if requested by any Initial Purchaser,include the information required by Item 507 or 508 of Regulation S-K, asapplicable, in the prospectus forming a part of the Exchange Offer RegistrationStatement.

        (b) The Issuers shall advise each Initial Purchaser, each Exchanging Dealerwhich has provided in writing to any of the Issuers a telephone or facsimilenumber and address for notice (in the case of clauses (iii), (iv) and (v) only)and, in the case of a Shelf Registration Statement, the Holders of thesecurities covered thereby and, if requested by any such person, confirm suchadvice in writing (which advice pursuant to clauses (iii)-(v) hereof shall beaccompanied by an instruction to suspend the use of the prospectus until therequisite changes have been made):

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    (i) when any Registration Statement and any amendment thereto has been  filed with the Commission and when such Registration Statement or any  post-effective amendment thereto has become effective;

    (ii) of any request by the Commission for amendments or supplements to any  Registration Statement or the prospectus included therein or for additional  information;

    (iii) of the issuance by the Commission of any stop  order suspending the effectiveness of any Registration Statement or the  initiation of any proceedings for that purpose;

    (iv) of the receipt by any of the Issuers of any notification with respect  to the suspension of the qualification of the Securities or the Exchange  Securities for sale in any jurisdiction or the initiation or threatening of  any proceeding for such purpose; and

    (v) of the happening of any event that requires the  making of any changes in any Registration Statement or the prospectus included  therein in order that such document does not contain an untrue statement of a  material fact or omit to state a material fact required to be stated therein  or necessary to 

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 make the statements therein (in the case of the prospectus  included therein, in the light of the circumstances under which they were  made) not misleading.

        (c) The Issuers will make every reasonable effort to obtain the withdrawal atthe earliest possible time of any order suspending the effectiveness of anyRegistration Statement.

        (d) The Issuers will furnish to each Holder of Transfer Restricted Securitiesincluded within the coverage of any Shelf Registration Statement, withoutcharge, at least one conformed copy of such Shelf Registration Statement and anypost-effective amendment thereto, including financial statements and schedulesand, if any such Holder so requests in writing, all exhibits thereto (includingthose, if any, incorporated by reference).

        (e) The Issuers will, during the Shelf Registration Period, promptly deliverto each Holder of Transfer Restricted Securities included within the coverage ofany Shelf Registration Statement, without charge, as many copies of theprospectus (including each preliminary prospectus) included in such ShelfRegistration Statement and any amendment or supplement thereto as such Holdermay reasonably request; and the Issuers consent to the use of such prospectus orany amendment or supplement thereto by each of the selling Holders of TransferRestricted Securities in connection with the offer and sale of the TransferRestricted Securities covered by such prospectus or any amendment or supplementthereto.

        (f) The Issuers will furnish to each Initial Purchaser and each ExchangingDealer and to any other Holder who so requests in writing, without charge, atleast one conformed copy of the Exchange Offer Registration Statement and anypost-effective amendment thereto, including financial statements and schedulesand, if any Initial Purchaser or Exchanging Dealer or any such Holder sorequests in writing, all exhibits thereto (including those, if any, incorporatedby reference).

        (g) The Issuers will, during the Exchange Offer Registration Period or theShelf Registration Period, as applicable, promptly deliver to each InitialPurchaser, each Exchanging Dealer and such other persons that are required todeliver a prospectus following the Registered Exchange Offer, without charge, asmany copies of the final prospectus included in the Exchange Offer RegistrationStatement or the Shelf Registration Statement and any amendment or supplementthereto as such Initial Purchaser, Exchanging Dealer or other persons mayreasonably request; and the Issuers consent to the use of such prospectus or anyamendment or supplement thereto by any such Initial Purchaser, Exchanging Dealeror other persons, as applicable, as aforesaid.

        (h) Prior to the effective date of any Registration Statement, the Issuerswill use their reasonable efforts to register or qualify, or cooperate with theHolders of 

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 Securities or Exchange Securities included therein and theirrespective counsel in connection with the registration or qualification of, suchSecurities or Exchange Securities for offer and sale under the securities orblue sky laws of such jurisdictions as any such Holder reasonably requests inwriting and do any and all other acts or things necessary or advisable to enablethe offer and sale in such jurisdictions of the Securities or ExchangeSecurities covered by such Registration Statement; provided, that none ofthe Issuers will be required to qualify generally to do business in anyjurisdiction where it is not then so qualified or to take any action which wouldsubject it to general service of process or to taxation in any such jurisdictionwhere it is not then so subject.

        (i) Subject to the provisions of the Indenture or the Exchange SecuritiesIndenture, as the case may be, and applicable law, the Issuers will cooperatewith the Holders of Securities or Exchange Securities to facilitate the timelypreparation and delivery of certificates representing Securities or ExchangeSecurities to be sold pursuant to any Registration Statement free of anyrestrictive legends and in such denominations and registered in such names asthe Holders thereof may request in writing prior to sales of Securities orExchange Securities pursuant to such Registration Statement.

        (j) If any event contemplated by Section 4(b)(iii)through (v) occurs during the period for which the Issuers are required tomaintain an effective Registration Statement, the Issuers will promptly prepareand file with the Commission a post-effective amendment to the RegistrationStatement or a supplement to the related prospectus or file any other requireddocument so that, as thereafter delivered to purchasers of the Securities orExchange Securities from a Holder, the prospectus will not include an untruestatement of a material fact or omit to state a material fact necessary to makethe statements therein, in the light of the circumstances under which they weremade, not misleading.

        (k) Not later than the effective date of the applicable RegistrationStatement, the Issuers will provide a CUSIP number for the Securities and theExchange Securities, as the case may be, and provide the applicable trustee withprinted certificates for the Securities or the Exchange Securities, as the casemay be, in a form eligible for deposit with The Depository Trust Company.

        (l) The Issuers shall use their reasonable efforts to comply with allapplicable rules and regulations of the Commission to the extent and so long asthey are applicable to the applicable Registration Statement, RegisteredExchange Offer or the shelf registration described in the Shelf RegistrationStatement and will make generally available to their security holders as soon aspracticable after the effective date of the applicable Registration Statement anearnings statement satisfying the provisions of Section 11 (a) of the SecuritiesAct; provided that in no event shall such earning statement be deliveredlater than 90 days after the end of the first fiscal year of Jones ApparelGroup, Inc. commencing after the 

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 effective date of the applicable RegistrationStatement, which statement shall cover such fiscal year.

        (m) The Issuers will cause the Indenture or the Exchange SecuritiesIndenture, as the case may be, to be qualified under the Trust Indenture Act asrequired by applicable law in a timely manner.

        (n) The Issuers may require each Holder of TransferRestricted Securities to be registered pursuant to any Shelf RegistrationStatement to furnish to the Issuers such information concerning the Holder andthe distribution of such Transfer Restricted Securities as the Issuers may fromtime to time reasonably require for inclusion in such Shelf RegistrationStatement, and the Issuers may exclude from such registration the TransferRestricted Securities of any Holder that fails to furnish such informationwithin a reasonable time after receiving such request.

        (o) In the case of a Shelf Registration Statement,each Holder of Transfer Restricted Securities to be registered pursuant theretoagrees by acquisition of such Transfer Restricted Securities that, upon receiptof any notice from the Issuers pursuant to Section 4(b)(iii) through (v) or anynotice from the Issuers that the Shelf Registration Statement is not useable forvalid business reasons (not including avoidance of the Issuer's obligationhereunder) in the good faith determination of the Issuers, including theacquisition or divestiture of assets and other material transactions involvingthe Issuers, such Holder will discontinue disposition of such TransferRestricted Securities until such Holder's receipt of copies of thesupplemental or amended prospectus contemplated by Section 4(j) or until advisedin writing (the "Advice") by the Issuers that the use of theapplicable prospectus may be resumed. If the Issuers shall give any noticedescribed in the immediately preceding sentence during the period that theIssuers are required to maintain an effective Registration Statement (the "EffectivenessPeriod"), such Effectiveness Period shall be extended by the number ofdays during such period from and including the date of the giving of such noticeto and including the date when each seller of Transfer Restricted Securitiescovered by such Registration Statement shall have received (x) the copies of thesupplemental or amended prospectus contemplated by Section 4(j) (if an amendedor supplemental prospectus is required) or (y) the Advice (if no amended orsupplemental prospectus is required).

        (p) In the case of a Shelf Registration Statement, the Issuers shall enterinto such customary agreements (including, if requested, an underwritingagreement in customary form) and take all such other action, if any, as Holdersof a majority in aggregate principal amount of the Securities or ExchangeSecurities being sold or the managing underwriters (if any) shall reasonablyrequest in order to facilitate any disposition of Securities or ExchangeSecurities pursuant to such Shelf Registration Statement.

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        (q) In the case of a Shelf Registration Statement, the Issuers shall as mayreasonably be requested by any Holder (i) make reasonably available forinspection by a representative of, and Special Counsel (as defined below) actingfor, Holders of a majority in aggregate principal amount of the Securities andExchange Securities being sold and any underwriter participating in anydisposition of Securities or Exchange Securities pursuant to such ShelfRegistration Statement, all relevant financial and other records, pertinentcorporate documents and properties of the Issuers and their respectivesubsidiaries and (ii) use their reasonable efforts to have their officers,directors, employees, accountants and counsel supply all relevant informationreasonably requested by such representative, Special Counsel or any suchunderwriter (an "Inspector") in connection with such ShelfRegistration Statement; provided, however, that each such personshall first agree in writing if requested by the Issuers that any informationthat is designated in writing by the Issuers, in good faith, as confidential atthe time of delivery of such information shall be kept confidential by theHolders or any Inspector, unless such disclosure is required by law or by courtor administrative order, or to assert any defenses available under the state andfederal securities laws, including without limitation, "due diligence"defenses, or such information becomes available to the public generally otherthan as a result of a disclosure or failure to safeguard such information bysuch Holder or Inspector or to such person from a source other than the Issuersand such source is not known, after due inquiry, by such person to be bound byany obligation of confidentiality.

        (r) In the case of a Shelf Registration Statement, the Issuers shall, ifrequested by Holders of a majority in aggregate principal amount of theSecurities and Exchange Securities being sold, their Special Counsel or themanaging underwriters (if any) in connection with such Shelf RegistrationStatement, use their reasonable efforts to cause (i) their counsel to deliver anopinion relating to the Shelf Registration Statement and the Securities orExchange Securities, as applicable, in customary form, (ii) their respectiveofficers to execute and deliver all customary documents and certificatesrequested by Holders of a majority in aggregate principal amount of theSecurities and Exchange Securities being sold, their Special Counsel or themanaging underwriters (if any) and (iii) their respective independent publicaccountants to provide a comfort letter or letters in customary form, subject toreceipt of appropriate documentation as contemplated, and only if permitted, byStatement of Auditing Standards No. 72.

        Section 5*. RegistrationExpenses**.*The Issuers will bear all expenses incurred inconnection with the performance of their obligations under Sections 1, 2, 3 and4 and the Issuers will reimburse the Initial Purchasers and the Holders for thereasonable fees and disbursements of one firm of attorneys (in addition to anylocal counsel) chosen by the Holders of a majority in aggregate principal amountof the Securities and the Exchange Securities to be sold pursuant to eachRegistration Statement (the "Special Counsel") acting for theInitial Purchasers or 

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 Holders in connection therewith.

        Section 6*.Indemnification**.* Each of the Issuers,jointly and severally, shall indemnify and hold harmless each Holder (includingany such Initial Purchaser or Exchanging Dealer), each of their respectiveaffiliates, each Person, if any, who controls any of such parties within themeaning of Section 15 of the Act or Section 20 of the Exchange Act, and each oftheir respective directors, officers, partners, employees, representatives andagents, to the fullest extent lawful as follows:

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    (i) from and against any and all loss, liability, claim, damage and expense  whatsoever, joint or several, as incurred, arising out of any untrue statement  or alleged untrue statement of a material fact contained in any Registration  Statement, any prospectus contained therein or any amendment or supplement  thereto pursuant to which the offer and sale of the Securities or Exchange  Securities were registered under the Securities Act including all documents  incorporated therein by reference, or the omission or alleged omission  therefrom of a material fact required to be stated therein or necessary to  make the statements therein not misleading;

    (ii) from and against any and all loss, liability, claim, damage and  expense whatsoever, joint or several, as incurred, to the extent of the  aggregate amount paid in settlement of any litigation, or any investigation or  proceeding by any court or governmental agency or body, whether commenced or  threatened, or of any claim whatsoever based upon any such untrue statement or  omission, or any such alleged untrue statement or omission, if and only if  such settlement is effected with the prior written consent of the Issuers; and

    (iii) without duplication, from and against any and all expenses whatsoever  (including reasonable fees and disbursements of counsel chosen by such Initial  Purchaser, Holder or Exchanging Dealer (except to the extent otherwise  expressly provided in Section 6(c) hereof)), as incurred, reasonably incurred  in investigating, preparing for or defending against any litigation, or any  investigation or proceeding by any court or governmental agency or body,  whether commenced or threatened, and any amount paid in settlement thereof, or  any other claim whatsoever based upon any such untrue statement or omission,  or any such alleged untrue statement or omission, to the extent that any such  expense is not paid under subparagraph (i) or (ii) of this Section 6(a);

       provided,**however, that this indemnity does not apply toany loss, liability, claim, damage or expense to the extent arising out of anuntrue statement or omission or alleged untrue statement or omission (i) made inreliance upon and in conformity with information furnished to the Issuers by oron behalf of such 

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 Initial Purchaser, Holder or Exchanging Dealer in writingexpressly for use in the Registration Statement, any prospectus containedtherein, or any amendment or supplement thereto or (ii) contained in anypreliminary prospectus or any prospectus if such Initial Purchaser, Holder orExchanging Dealer failed to send or deliver a copy of the final prospectus wheresuch delivery is required by the Securities Act and such final prospectus (as soamended or supplemented) would have corrected such untrue statement or omissionand the delivery thereof would have eliminated such losses, claims, damages orliabilities. Any amounts advanced by the Issuers to an indemnified partypursuant to this Section 6(a) as a result of such losses shall be returned tothe Issuers if it shall be finally judicially determined by such a court in ajudgment not subject to appeal or final review that such indemnified party wasnot entitled to indemnification by the Issuers.

        (b) Each Holder (including any such Initial Purchaser or Exchanging Dealer),by its acceptance of its Securities or Exchange Securities, as the case may be,agrees, severally and not jointly, to indemnify and hold harmless each Issuerand each of their respective directors, officers (including each of the officersof the Issuers who signed the Registration Statement), employees,representatives and agents, and each Person, if any, who controls any of theIssuers within the meaning of Section 15 of the Act or Section 20 of theExchange Act, from and against any and all loss, liability, claim, damage andexpense whatsoever described in the indemnity contained in Section 6(a) hereof,as incurred, but only with respect to untrue statements or omissions, or allegeduntrue statements or omissions, made in the Registration Statement (or anyamendment thereto) or any prospectus (or any amendment or supplement thereto) inreliance upon and in conformity with written information furnished to theIssuers by or on behalf of such Holder expressly for use in the RegistrationStatement (or any amendment thereto) or any such prospectus (or any amendment orsupplement thereto); provided, however, that, in the case of aShelf Registration Statement, no such Holder shall be liable for any claimshereunder in excess of the amount of net proceeds received by such Holder fromthe sale of Securities or Exchange Securities pursuant to such ShelfRegistration Statement.

        (c) Each indemnified party shall give prompt notice toeach indemnifying party of any action commenced against it in respect of whichindemnity may be sought hereunder, enclosing a copy of all papers properlyserved on such indemnified party (but failure to notify an indemnifying partyshall not relieve such indemnifying party from any liability hereunder to theextent it is not materially prejudiced as a result thereof and in any eventshall not relieve it from any liability which it may have other than on accountof this indemnity agreement). An indemnifying party may participate, at its ownexpense, in the defense of any such action. If an indemnifying party so electswithin a reasonable time after receipt of such notice, such indemnifying party,jointly with any other indemnifying party, may assume the defense of such actionwith counsel chosen by it and reasonably satisfactory to the indemnified partiesdefendant in such 

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 action; provided, however, that if any suchindemnified party reasonably determines, upon written advice of counsel, thatthere may be legal defenses available to any indemnified party which aredifferent from or in addition to those available to any indemnifying party orthat representation of such indemnifying party and any indemnified party by thesame counsel would present a conflict of interest, then such indemnifying partyor parties shall not so be entitled to assume such defense. If an indemnifyingparty is not so entitled to assume the defense of such action, counsel for suchindemnifying party shall be entitled to conduct the defense of such indemnifyingparty and counsel for each indemnified party or parties shall be entitled toconduct the defense of such indemnified party or parties. If an indemnifyingparty assumes the defense of an action in accordance with and as permitted bythe provisions of this Section 6(c), such indemnifying party shall not be liablefor any fees and expenses of counsel for the indemnified parties incurredthereafter in connection with such action. It is understood that theindemnifying party or parties shall not, in connection with any proceeding orrelated proceedings in the same jurisdiction, be liable for the reasonable fees,disbursements and other charges of more than one separate firm of attorneys (inaddition to any local counsel) at any one time for all such indemnified party orparties. No indemnifying party shall, without the prior written consent of theindemnified parties, which consent shall not be unreasonably withheld, settle orcompromise or consent to the entry of any judgment with respect to anylitigation, or any investigation or proceeding by any governmental agency orbody, commenced or threatened, or any claim whatsoever in respect of whichindemnification or contribution could be sought under this Section 6, unlesssuch settlement, compromise or consent includes an unconditional release of eachindemnified party from all liability arising out of such litigation,investigation, proceeding or claim and does not include a statement as to or anadmission of fault, culpability or a failure to act by or on behalf of anyindemnified party.

        (d) Notwithstanding any payment or payments made by any Issuer hereunder,each Issuer hereby expressly waives subrogation to, and agrees that it shall notbe entitled to be subrogated to, any of the rights of any indemnified partyagainst any of the Issuers or any other right of offset held by any indemnifiedparty for the payment of any amounts owed to any indemnified party pursuant tothis Section 6; provided, however, that if any of the foregoingprovisions of this paragraph are held to be contrary to applicable law orunenforceable by a court of competent jurisdiction, each of the Issuers herebyexpressly agrees that any right of subrogation or contribution that such Issuermay have as a result of such applicable law or unenforceability, as the case maybe, shall be subordinate in right of payment to the payment in full in cash ofall amounts owed to any indemnified party pursuant to this Section 6.

        (e) If the indemnification provided for in thisSection 6 is for any reason unavailable to or insufficient to hold harmless anindemnified party in respect of any losses, liabilities, claims, damages orexpenses referred to therein, then each 

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 indemnifying party shall contribute tothe aggregate amount of such losses, liabilities, claims, damages and expensesincurred by such indemnified party, as incurred, (i) in such proportion as shallbe appropriate to reflect the relative benefits received by the Issuers from theoffering and sale of the Securities, on the one hand, and a Holder with respectto the sale by such Holder of Securities, Exchange Securities, on the other, or(ii) if the allocation provided by clause (i) is not permitted by applicablelaw, in such proportion as is appropriate to reflect not only the relativebenefits referred to in clause (i) above but also the relative fault of theindemnifying party or parties on the one hand and of the indemnified party orparties on the other hand in connection with the statements or omissions whichresulted in such losses, liabilities, claims, damages or expenses, as well asany other relevant equitable considerations.

        The relative benefits received by the Issuers, on the one hand, and a Holder,on the other, with respect to such offering and such sale shall be deemed to bein the same proportion as the total net proceeds from the offering of theSecurities (before deducting expenses) received by or on behalf of the Issuersas set forth in the table on the cover of the Offering Memorandum, on the onehand, bear to the total proceeds received by such Holder with respect to itssale of Securities, Exchange Securities, on the other.

        The relative fault of the Issuers on the one hand and the Holders on theother hand shall be determined by reference to, among other things, whether anysuch untrue or alleged untrue statement of a material fact or omission oralleged omission to state a material fact relates to information supplied by theIssuers or by the Holders, and the respective parties' relative intent,knowledge, access to information and opportunity to correct or prevent suchstatement or omission.

        The Issuers and the Holders agree that it would not be just and equitable ifcontribution pursuant to this Section 6 were determined by *pro rata*allocation (even if the Holders were treated as one entity for such purpose) orby any other method of allocation which does not take account of the equitableconsiderations referred to above in this Section 6(e). The aggregate amount oflosses, liabilities, claims, damages and expenses incurred by an indemnifiedparty and referred to above in this Section 6(e) shall be deemed to include anylegal or other expenses reasonably incurred by such indemnified party ininvestigating, preparing for or defending against any litigation, or anyinvestigation or proceeding by any governmental agency or body, commenced orthreatened, or any claim whatsoever based upon any such untrue or alleged untruestatement or omission or alleged omission.

        Notwithstanding the provisions of this Section 6(e), an indemnifying partythat is a Holder of Securities or Exchange Securities shall not be required tocontribute any amount in excess of the amount by which the total price at whichthe Securities or Exchange Securities sold by such indemnifying party to any 

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purchaser exceeds the amount of any damages which such indemnifying party hasotherwise paid or become liable to pay by reason of any untrue or alleged untruestatement or omission or alleged omission.

        No person guilty of fraudulent misrepresentation (within the meaning ofSection 11(f) of the Act) shall be entitled to contribution from any person whowas not guilty of such fraudulent misrepresentation.

        For purposes of this Section 6(e), each person, if any, who controls anyInitial Purchaser within the meaning of Section 15 of the Act or Section 20 ofthe Exchange Act shall have the same rights to contribution as such InitialPurchaser, and each director of any Issuer and each officer of any Issuer whosigned the Registration Statement and each person, if any, who controls anyIssuer within the meaning of Section 15 of the Act or Section 20 of the ExchangeAct shall have the same rights to contribution as such Issuer.

        Section 7*. Rules 144 and 144a**.*TheIssuers shall use their reasonable efforts to file the reports required to befiled by them under the Securities Act and the Exchange Act in a timely mannerand, if at any time the Issuers are not required to file such reports, theywill, upon the written request of any Holder of Transfer Restricted Securities,make publicly available other information so long as necessary to permit salesof such Holder's securities pursuant to Rules 144 and 144A. The Issuerscovenant that they will take such further action as any Holder of TransferRestricted Securities may reasonably request, all to the extent required fromtime to time to enable such Holder to sell Transfer Restricted Securitieswithout registration under the Securities Act within the limitation of theexemptions provided by Rules 144 and 144A (including, without limitation, therequirements of Rule 144A(d)(4)). Upon the written request of any Holder ofTransfer Restricted Securities, the Issuers shall deliver to such Holder awritten statement as to whether they have complied with such requirements.Notwithstanding the foregoing, nothing in this Section 8 shall be deemed torequire the Issuers to register any of their securities pursuant to the ExchangeAct.

        Section 8*. UnderwrittenRegistrations**.*If any of the Transfer Restricted Securitiescovered by any Shelf Registration Statement are to be sold in an underwrittenoffering, the investment banker or investment bankers and manager or managersthat will administer the offering will be selected by the Holders of a majorityin aggregate principal amount of such Transfer Restricted Securities included insuch offering, subject to the consent of the Issuers (which shall not beunreasonably withheld or delayed), and such Holders shall be responsible for allunderwriting commissions and discounts in connection therewith.

        No person may participate in any underwritten registration hereunder unlesssuch person (i) agrees to sell such person's Transfer Restricted Securities onthe basis reasonably provided in any underwriting arrangements approved by 

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 thepersons entitled hereunder to approve such arrangements and (ii) completes andexecutes all questionnaires, powers of attorney, indemnities, underwritingagreements and other documents reasonably required under the terms of suchunderwriting arrangements.

        Section 9*. Miscellaneous**. Amendments andWaivers*. (a) The provisions of this Agreement may not be amended, modified orsupplemented, and waivers or consents to departures from the provisions hereofmay not be given, unless the Issuers have obtained the written consent ofHolders of a majority in aggregate principal amount of the Securities and theExchange Securities, taken as a single class. Notwithstanding the foregoing, awaiver or consent to depart from the provisions hereof with respect to a matterthat relates exclusively to the rights of Holders whose Securities or ExchangeSecurities are being sold pursuant to a Registration Statement and that does notdirectly or indirectly affect the rights of other Holders may be given byHolders of a majority in aggregate principal amount of the Securities and theExchange Securities being sold by such Holders pursuant to such RegistrationStatement.

        (b) *Notices*. All notices and other communications provided for orpermitted hereunder shall be made in writing by hand-delivery, first-class mail,telecopier or air courier guaranteeing next-day delivery:

> 
    (i) if to a Holder, at the most current address given by such Holder to the  Issuers in accordance with the provisions of this Section 9(b), which address  initially is, with respect to each Holder, the address of such Holder  maintained by the Registrar under the Indenture, with a copy in like manner  to, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.;

    (ii) if to an Initial Purchaser, initially at its address set forth in the  Purchase Agreement; and

    (iii) if to any of the Issuers, initially at its address set forth in the  Purchase Agreement.

        All such notices and communications shall be deemed to have been duly given:when delivered by hand, if personally delivered; one business day after beingdelivered to a next-day air courier; five business days after being deposited inthe mail; and when receipt is acknowledged by the recipient's telecopiermachine, if sent by telecopier.

        (c) *Successors and Assigns*. This Agreementshall be binding upon the Issuers and their respective successors and assigns.

        (d) *Counterparts*. This Agreement may be executed in any number ofcounterparts (which may be delivered in original form or by telecopier) and bythe parties hereto in separate counterparts, each of which when so executedshall be 

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 deemed to be an original and all of which taken together shallconstitute one and the same agreement.

        (e) *Definition of Terms*. For purposes of this Agreement. (a) the term"business day" means any day on which the New York Stock Exchange,Inc. is open for trading, (b) the term "subsidiary" has the meaningset forth in Rule 405 under the Securities Act and (c) except where otherwiseexpressly provided, the term "affiliate" has the meaning set forth inRule 405 under the Securities Act.

        (f) *Headings*. The headings in this Agreement are for convenience ofreference only and shall not limit or otherwise affect the meaning hereof.

        (g) *Governing Law*. This Agreement shall be governed by and construedin accordance with the laws of the State of New York.

        (h) *Remedies*. In the event of a breach by any Issuer or Holder of anyof its obligations under this Agreement, each Holder or the Issuers, as the casemay be, in addition to being entitled to exercise all rights granted by law,including recovery of damages (other than the recovery of damages for a breachby any Issuer of its obligations under Sections 1 or 2 hereof for whichadditional interest have been paid pursuant to Section 3 hereof), will beentitled to specific performance of their rights under this Agreement. TheIssuers and each Holder agree that monetary damages would not be adequatecompensation for any loss incurred by reason by it of a breach of any of theprovisions of this Agreement and hereby further agree that, in the event of anyaction for specific performance in respect of such breach, it shall waive thedefense that a remedy at law would be adequate.

        (i) *No Inconsistent Agreements*. Each of the Issuers represents,warrants and agrees for the period commencing on the date hereof and ending onthe date on which there are no Transfer Restricted Securities outstanding that (i)it has not entered into, shall not, on or after the date of this Agreement,enter into any agreement that is inconsistent with the rights granted to theHolders in this Agreement or otherwise conflicts with the provisions hereof,(ii) it has not previously entered into any agreement which remains in effectgranting any registration rights with respect to any of its debt securities toany person and (iii) without limiting the generality of the foregoing, withoutthe written consent of the Holders of a majority in aggregate principal amountof the then outstanding Transfer Restricted Securities, it shall not grant toany person the right to request the Issuers to register any debt securities ofthe Issuers under the Securities Act unless the rights so granted are not inconflict or inconsistent with the provisions of this Agreement.

        (j) *No Piggyback on Registrations*. None of the Issuers or any of theirsecurity holders (other than the Holders of Transfer Restricted Securities insuch 

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 capacity) shall have the right to include any securities of the Issuers inany Shelf Registration or Registered Exchange Offer other than TransferRestricted Securities.

        (k) *Severability*. The remedies provided herein are cumulative and notexclusive of any remedies provided by law. If any term, provision, covenant orrestriction of this Agreement is held by a court of competent jurisdiction to beinvalid, illegal, void or unenforceable, the remainder of the terms, provisions,covenants and restrictions set forth herein shall remain in full force andeffect and shall in no way be affected, impaired or invalidated, and the partieshereto shall use their reasonable efforts to find and employ an alternativemeans to achieve the same or substantially the same result as that contemplatedby such term, provision, covenant or restriction. It is hereby stipulated anddeclared to be the intention of the parties that they would have executed theremaining terms, provisions, covenants and restrictions without including any ofsuch that may be hereafter declared invalid, illegal, void or unenforceable.

[Rest of page intentionally left blank]

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        Please confirm that the foregoing correctly sets forth the agreement amongthe Issuers and the Initial Purchasers.

|  | JONES APPAREL GROUP, INC.                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: Executive Vice        President                                                                               |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | JONES APPAREL GROUP HOLDINGS, INC.                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: President                                                                                            |
|  | JONES APPAREL GROUP USA, INC.                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: Secretary                                                                                                 |
|  | NINE WEST FOOTWEAR CORPORATION                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: Executive Vice        President                and Secretary          |
|  | JONES RETAIL CORPORATION                 By:  /s/ Ira M. Dansky                Name: Ira M. Dansky                Title: Secretary                                                                                                      |

 21
Accepted in New York, New York.

CITIGROUP GLOBAL MARKETS INC.J.P. MORGAN SECURITIES INC.

By:  Citigroup Global Markets, Inc.

By:  /s/ Ian Sugarman       Name: Ian Sugarman       Title: Vice President

By:  J.P. Morgan Securities Inc.

By:  /s/ Maria Sramek       Name: Maria Sramek       Title: Vice President

For themselves andthe other several InitialPurchasers named in Schedule I to theforegoing Agreement.

22

SCHEDULE I

Initial Purchasers

Citigroup Global Markets Inc.J.P. Morgan Securities Inc.Banc of America Securities LLCBarclays Capital Inc.Bear, Stearns & Co. Inc.Greenwich Capital Markets, Inc.Scotia Capital (USA) Inc.SunTrust Capital Markets, Inc.Wachovia Capital Markets, LLC

ANNEX A

        Each broker-dealer that receives Exchange Securities for its own accountpursuant to the Registered Exchange Offer must acknowledge that it will delivera prospectus in connection with any resale of such Exchange Securities. TheLetter of Transmittal states that by so acknowledging and by delivering aprospectus, a broker-dealer will not be deemed to admit that it is an"underwriter" within the meaning of the Securities Act. ThisProspectus, as it may be amended or supplemented from time to time, may be usedby a broker-dealer in connection with resales of Exchange Securities received inexchange for Securities where such Securities were acquired by suchbroker-dealer as a result of market-making activities or other tradingactivities. The Issuers have agreed that, starting on the date hereof and endingon the close of business on the earlier to occur of (i) the date on which allExchange Securities held by broker-dealers eligible to use the Prospectus tosatisfy their prospectus delivery obligations under the Securities Act have beensold and (ii) the date 180 days after the consummation of the RegisteredExchange Offer (the "Expiration Date"), it will make thisProspectus available to any broker-dealer for use in connection with any suchresale. See "Plan of Distribution".

A-1

ANNEX B

        Each broker-dealer that receives Exchange Securities for its own account inexchange for Securities, where such Securities were acquired by suchbroker-dealer as a result of market-making activities or other tradingactivities, must acknowledge that it will deliver a prospectus in connectionwith any resale of such Exchange Securities. See "Plan ofDistribution".

B-1

ANNEX C

PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Securities for its own accountpursuant to the Registered Exchange Offer must acknowledge that it will delivera prospectus in connection with any resale of such Exchange Securities. ThisProspectus, as it may be amended or supplemented from time to time, may be usedby a broker-dealer in connection with resales of Exchange Securities received inexchange for Securities where such Securities were acquired as a result ofmarket-making activities or other trading activities. The Issuers have agreedthat, starting on the date hereof and ending on the close of business on theearlier to occur of (i) the date on which all Exchange Securities held bybroker-dealers eligible to use the Prospectus to satisfy their prospectusdelivery obligations under the Securities Act have been sold and (ii) the date180 days after the consummation of the Registered Exchange Offer (the "ExpirationDate"), it will make this prospectus, as amended or supplemented,available to any broker-dealer for use in connection with any such resale. Inaddition, until[                ],20[ ], all dealers effecting transactions in the Exchange Securities may berequired to deliver a prospectus.

        None of the Issuers will receive any proceeds from any sale of ExchangeSecurities by broker-dealers. Exchange Securities received by broker-dealers fortheir own account pursuant to the Registered Exchange Offer may be sold fromtime to time in one or more transactions in the over-the-counter market, innegotiated transactions, through the writing of options on the ExchangeSecurities or a combination of such methods of resale, at market pricesprevailing at the time of resale, at prices related to such prevailing marketprices or at negotiated prices. Any such resale may be made directly topurchasers or to or through brokers or dealers who may receive compensation inthe form of commissions or concessions from any such broker-dealer or thepurchasers of any such Exchange Securities. Any broker-dealer that resellsExchange Securities that were received by it for its own account pursuant to theRegistered Exchange Offer and any broker or dealer that participates in adistribution of such Exchange Securities may be deemed to be an"underwriter" within the meaning of the Securities Act and any profiton any such resale of Exchange Securities and any commission or concessionsreceived by any such persons may be deemed to be underwriting compensation underthe Securities Act. The Letter of Transmittal states that, by acknowledging thatit will deliver and by delivering a prospectus, a broker-dealer will not bedeemed to admit that it is an "underwriter" within the meaning of theSecurities Act.

        For a period starting on the date hereof and ending on the close of businesson the earlier to occur of (i) the date on which all Exchange Securities held bybroker-dealers eligible to use the Prospectus to satisfy their prospectusdelivery 

C-1

 obligations under the Securities Act have been sold and (ii) theExpiration Date, the Issuers will promptly send additional copies of thisProspectus and any amendment or supplement to this Prospectus to anybroker-dealer that requests such documents in the Letter of Transmittal. TheIssuers have agreed to pay all expenses incident to the Registered ExchangeOffer (including the expenses of one counsel for the Holders of the Securities)other than commissions or concessions of any broker-dealers and will indemnifythe Holders of the Securities (including any broker-dealers) against certainliabilities, including liabilities under the Securities Act.

C-2

ANNEX D

        CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONALCOPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:        Address:

        If the undersigned is not a broker-dealer, the undersigned represents that itis (i) acquiring the Exchange Securities in the ordinary course of its business,(ii) has no arrangement or understanding with any person, nor does it intend toengage in, a distribution (as that term is interpreted by the Securities andExchange Commission) of Exchange Securities and (iii) it is not an affiliate (asthat term is interpreted by the Securities and Exchange Commission) of any ofthe Issuers. If the undersigned is a broker-dealer that will receive ExchangeSecurities for its own account in exchange for Securities that were acquired asa result of market-making activities or other trading activities, itacknowledges that it will deliver a prospectus in connection with any resale ofsuch Exchange Securities; however, by so acknowledging and by delivering aprospectus, the undersigned will not be deemed to admit that it is an"underwriter" within the meaning of the Securities Act.

D-1

Schedule to Omitted Agreements

        The Exchange and Note RegistrationRights Agreements dated November 22, 2004 among Jones Apparel Group, Inc., JonesApparel Group Holdings, Inc., Jones Apparel Group USA, Inc., Nine West FootwearCorporation and Jones Retail Corporation, and Citigroup Global Markets Inc. andJ.P. Morgan Securities Inc., as Representatives of the Several InitialPurchasers listed in Schedule I thereto, with respect to the 4.250% Senior Notesdue 2009 and the 5.125% Senior Notes due 2014 have been omitted. Those twoagreements are substantially identical to the Exchange and Note RegistrationRights Agreement with respect to the 6.125% Senior Notes due 2034; the onlymaterial detail in which those agreements differ is the series of notes referredto in the definition of "Securities" therein.