**EXHIBIT 10.2**

JONES APPAREL GROUP USA, INC.498 SEVENTH AVENUE, NEW YORK, NEW YORK 10018

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                Effective November 30, 2005

Ms. Lynne F. Cote2 Kincaid LaneChatham, New Jersey 07928

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Re: Assignment of and Amendment No. 1 to Employment Agreement dated as of           January 1, 2002 between Lynne F.    Cote and McNaughton Apparel Group Inc.

Dear Lynne:

        Reference is made to yourEmployment Agreement dated as of January 1, 2002 (the "EmploymentAgreement") by and between you (formerly known as Lynne F. Fish) andMcNaughton Apparel Group Inc. (formerly known as Norton McNaughton of Squire,Inc.). All capitalized terms not otherwise defined herein shall have themeanings ascribed thereto in the Employment Agreement.

        This will confirm our agreementthat, effective as of your promotion to the position of Chief Executive Officer- Wholesale Sportswear, Suits and Dresses, on November 29, 2005 (the"Effective Date"), the Employment Agreement shall be assigned fromMcNaughton Apparel Group Inc. ("McNaughton") to Jones Apparel GroupUSA, Inc. (the "Company"), and the terms and conditions of theEmployment Agreement shall be amended as follows:

        1. The first three sentences ofSection 1 of the Employment Agreement are hereby amended to read as follows:

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"During the term of this Agreement, the Company shall employ the    Executive as the Chief Executive Officer - Wholesale Sportswear, Suits and    Dresses, of the Company, with overall responsibility for and authority over    all wholesale better and moderate sportswear, suits and dresses divisions of    the Company (other than the Energie, l.e.i., Gloria Vanderbilt and Polo    Jeans Company divisions, and any other women's apparel divisions that may be    created by the Company, whether by acquisition or otherwise). The Executive    shall report directly to the Chief Executive Officer of Jones Apparel Group,    Inc. (the "Jones CEO")."

        2. The term "Group CEO"as used throughout the Employment Agreement is hereby amended to read"Jones CEO."

        3. The first sentence of Section3(a) of the Employment Agreement is hereby amended to read as follows:

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Lynne F. CoteEffective November 30, 2005Page 2

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"From the Employment Commencement Date through December 31, 2005,    the Executive shall receive a salary at the annual rate of not less than    $600,000. Commencing as of January 1, 2006, the Executive shall receive a    salary at the annual rate of not less than $1,000,000."

        4. Under Section 6(d)(ii)(6) ofthe Employment Agreement, the clause "a reduction in the Executive's titleand status as President of the Company, or any change in the Executive's statusas reporting directly to the Group CEO (other than a change pursuant to whichthe Executive is reporting to either the Chief Executive Officer of Jones or tothe Executive Management Committee of Jones or to the Jones Board ofDirectors)" is hereby amended to read as follows:

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"a reduction in the Executive's title and status as the Chief    Executive Officer - Wholesale Sportswear, Suits and Dresses, of the Company,    or any change in the Executive's status as reporting directly to the Jones    CEO (other than a change pursuant to which the Executive is reporting to the    Jones Board of Directors)".

        5. The first sentence of Section9(a) of the Employment Agreement is hereby amended to read as follows:

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"The Executive shall not, at any time during the Executive's    employment by the Company and during the Severance Period (provided that the    Company is making the payments 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 or licensed by the Company or any of its affiliates,    including, without limitation, the manufacturing, marketing and sale of    products by independent licensees under trademarks owned by the Company or    any of its affiliates."

        6. You hereby waive therestrictions set forth under Section 11(a) of the Employment Agreement to theextent necessary to permit the transfer of and assignment by McNaughton to theCompany of the Employment Agreement and hereby consent to such transfer andassignment. The Company hereby assumes all of the liabilities, obligations andduties of McNaughton under the Employment Agreement and agrees to perform theEmployment Agreement in the same manner and to the same extent that McNaughtonwould be required to perform it if no such transfer and assignment had takenplace.

        7. Except as otherwise set forthin this Assignment of and Amendment No. 1 to Employment Agreement, theEmployment Agreement is ratified and confirmed in all respects and remains infull force and effect.

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Lynne F. CoteEffective November 30, 2005Page 3

        Please acknowledge your agreementwith the foregoing by signing the enclosed copy of this Assignment and AmendmentNo. 1 and returning it to the Company.

|  | Very truly yours,        JONES APPAREL GROUP USA, INC.        
By: /s/ Peter Boneparth        Peter Boneparth, President

McNAUGHTON APPAREL GROUP INC.

By: /s/ Peter Boneparth        Peter Boneparth, Chief Executive Officer
Agreed in all respects:/s/ Lynne F. Cote

Lynne F. Cote |
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