**EXHIBIT 4.13**

**THIRD SUPPLEMENTAL INDENTURE**

    THIRD SUPPLEMENTAL INDENTURE dated as of December 23,2002, by and among Nine West Group Inc., a Delaware corporation (the"Company"), Jones Apparel Group, Inc., a Pennsylvania corporation,Jones Apparel Group Holdings, Inc., a Delaware corporation, Jones Apparel GroupUSA, Inc., a Pennsylvania corporation (collectively, the"Co-Obligors"), Nine West Footwear Corporation, a Delaware corporation("Footwear"), Jones Retail Corporation, a New Jersey corporation(''Retail"), and The Bank of New York, a New York State bankingcorporation, as trustee (the "Trustee").

    WHEREAS, the Company, the Co-Obligors and the Trustee haveentered into an Indenture dated as of July 9, 1997, as amended and supplementedfrom time to time (tile "Indenture"), pursuant to which the Companyand the Co-Obligors are obligors on the Company's 8-3/8% Series B Senior Notesdue 2005 (the "Securities");

    WHEREAS, Section 901 of the Indenture provides that theCompany, the Co-Obligors and the Trustee may amend the Indenture without noticeor consent of any Holder;

    WHEREAS, the Company and the Co-Obligors desire to amendcertain provisions of the Indenture, as set forth in Article I hereof;

    WHEREAS, the Company intends to (x) transfer all of itswholesale operations to Footwear, a direct, wholly owned subsidiary of theCompany; (y) transfer all of its retail operations to Retail, a direct whollyowned subsidiary of Jones Apparel Group Holdings ("Holdings"); and (z)merge with and into Holdings, with Holdings being the surviving corporation(collectively, the "Reorganization");

    WHEREAS, Footwear and Retail desire to execute and deliverthis Third Supplemental Indenture in accordance with and pursuant to the termsof Section 801 of' the Indenture; and

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

    NOW, THEREFORE, this Third Supplemental Indenturewitnesseth that, for and in consideration of the premises, it is mutuallycovenanted and agreed, for the equal and proportionate benefit of all Holders ofthe Securities, as follows:

**ARTICLE 1.AMENDMENTS TO INDENTURE**

    SECTION 1.01 *Amendments.* Effective upon theconsummation of the Reorganization, pursuant to Article V of the Indenture,Footwear and Retail shall jointly and severally assume all obligations of theCompany under the Indenture and (together with the Co-Obligors) be obligorsunder the Indenture and any and all Securities that remain outstanding under theIndenture.

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**ARTICLE II.MISCELLANEOUS**

    SECTION 2.01 *Instruments To Be Read Together.* ThisThird Supplemental Indenture is an indenture supplemental to and inimplementation of the Indenture, and said Indenture and this Third SupplementalIndenture shall henceforth be read together.

    SECTION 2.02 *Confirmation.* The Indenture as amendedand Supplemented by this Third Supplemental Indenture is in all respectsconfirmed and preserved.

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

    SECTION 2.04 *Headings.* The Article and Sectionheadings herein arc for convenience only and shall not affect the constructionhereof,

    SECTION 2.05 *Governing Law.* This Third SupplementalIndenture shall be governed by and construed in accordance with the law of theState of New York.

    SECTION 2.06 *Multiple Originals.* The parties maysign any number of copies of this Third Supplemental Indenture. Each signed copyshall be an original, but all of them together represent the same agreement. Onesigned copy of the Third Supplemental Indenture is enough to prove this ThirdSupplemental Indenture.

    SECTION 2.07 *Effectiveness; Termination.* Theprovisions of this Third Supplemental Indenture will take effect immediatelyupon its execution and delivery by tile Trustee in accordance with theprovisions of Section 9.06 of the Indenture; provided that the amendments to theIndenture set forth in Section 1.01 of this Third Supplemental Indenture Shallbecome operative upon consummation of the Reorganization.

    SECTION 2.08 *Acceptance by Trustee.* The Trusteeaccepts (lie amendments to the Indenture effected by this Third SupplementalIndenture and agrees to execute the trusts created by the Indenture as herebyamended, but only upon the terms and conditions set forth in the Indenture.

    SECTION 2.09 *Responsibility of Trustee.* Therecitals contained herein shall be taken as the statements of the Company, andthe Trustee assumes no responsibility for their correctness. The Trustee makesno representations as to the validity or sufficiency of this Third SupplementalIndenture.

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    IN WITNESS WHEREOF, the parties hereto have caused thisThird Supplemental Indenture to be duly executed, all as of the date firstwritten above.

|  | JONES APPAREL GROUP, INC.      
By: /s/ Wesley R. CardName: Wesley R. Card       Title: Chief Financial Officer

JONES APPAREL GROUP HOLDINGS, INC.

By: /s/ Ira M. Dansky       Name: Ira M. Dansky       Title: President

JONES APPAREL GROUP USA, INC.

By: /s/ Wesley R. Card      Name: Wesley R. Card      Title: Chief Financial Officer

NINE WEST GROUP INC,

By: /s/ Wesley R. Card      Name: Wesley R. Card      Title: Chief Financial Officer

NINE WEST FOOTWEAR CORPORATION

By: /s/ Rhonda Brown      Name: Rhonda Brown      Title: President

JONES RETAIL CORPORATION

By: /s/ Wesley R. Card      Name: Wesley R. Card      Title: Vice President

THE BANK OF NEW YORK, as Trustee

By: /s/ Joseph A. Lloret       Name: Joseph A. Lloret      Title: Assistant Treasurer |
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