THE INDUSTRIAL DEVELOPMENT BOARD OF
                              THE CITY OF LAWRENCEBURG
    
                         TAXABLE REVENUE NOTE, SERIES 1997
                        (JONES APPAREL GROUP, INC. PROJECT)
    
$10,000,000                                                 April 17, 1997


        FOR VALUE RECEIVED, the undersigned, THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF LAWRENCEBURG, a Tennessee public nonprofit corporation (the
"Maker"), promises to pay to the registered owner hereof (the "holder"), at 
the main office of NationsBank of Tennessee, National Association, Lawrenceburg,
Tennessee, or at such other place as the holder may from time to time designate
in writing, the principal sum of TEN MILLION DOLLARS ($10,000,000), plus
interest at the rate of seven and thirty one hundredth percent (7.30%) on the
outstanding principal balance hereof from the date hereof.
    
        Principal and interest hereunder shall be payable monthly on the fifth
day of each month, commencing on May 5, 1997.  Unless the principal shall be 
declared due earlier and except as hereinafter provided, the principal hereof
shall be payable in one hundred and twenty (120) equal monthly installments
commencing on May 5, 1997.  Notwithstanding the above, the entire outstanding
principal balance, if any, together with all accrued and unpaid interest shall
be immediately due and payable in full on May 5, 2002.

        Overdue installments of principal and, to the extent legally 
enforceable, interest and other amounts payable under this Note shall bear 
interest from their due date at the Default Rate (as hereinafter defined).

        All calculations of interest hereunder shall be on the basis of actual
days elapsed in a 360-day year.

        Anything herein to the contrary notwithstanding, at no time shall the
interest rate hereunder exceed the highest rate permitted from time to time by
applicable law.

        As used herein, (a) "Prime Rate" means the rate of interest set by 
NationsBank of Tennessee, National Association, as such bank's Prime Rate 
from time to time, and (b) "Default Rate" means the lesser of the Prime Rate
plus 4%, or the maximum rate from time to time permitted under applicable law.
    
        This Note is the Note referred to in, and is entitled to the benefits
of, the Series 1997 Note Agreement (the "Note Purchase Agreement") dated as of
April 1, 1997 among the Maker, NationsBank of Tennessee, National Association 
and Jones Apparel Group, Inc., a Pennsylvania corporation (the "Lessee"),
and is secured by, among others, (i) an Amended and
    
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Restated Assignment Agreement, dated as of April 1, 1997, from the Maker to
NationsBank of Tennessee, National Association assigning to NationsBank of 
Tennessee, National Association maker's interest in that certain' Lease from 
Maker to Lessee dated as of May 1, 1996 herewith and of record in the
Register's Office for Lawrence County, Tennessee, as amended by the First
Amendatory Lease Agreement dated as of April 1, 1997 (the "Lease"), (ii) 
an Amended and Restated Construction Deed of Trust and Security Agreement 
from Maker for the benefit of NationsBank of Tennessee, National Association,
dated as of April 1, 1997, and of record in the Register's Office for Lawrence
County, Tennessee; (iii) an Escrow and Security Agreement dated as of April 1,
1997 by and among Maker, Lessee and NationsBank of Tennessee, N.A. as escrow 
agent and trustee; and (iv) such other security as has heretofore or will be 
hereafter provided as security for any loan made by NationsBank of Tennessee,
National Association, for the benefit of Lessee.

        This Note shall be prepayable at the option of the Maker at any time
with the prepayment penalties set forth in the following schedule if this Note
is prepaid through refinancing of the indebtedness by any outside lender, other
than NationsBank of Tennessee, National Association, or its affiliates, 
including any financial institution, credit union, trust fund or like source
of funds.

      Prepayment Date               Prepayment Penalty

      Before May 1, 2000                    2%
      and thereafter                        0%

        Notwithstanding the foregoing paragraph, this Note shall be prepayable
by the Maker without penalty in the event the Note is prepaid through funds of
the Lessee generated solely from its operations.

        All payments hereunder shall be payable in lawful money of the United
States of America representing legal tender in payment of all debts and dues,
public and private, at the time of payment.
    
        Payment of each monthly installment as herein above provided, when 
received by the holder shall be first applied to accrued interest at the rate
aforesaid on the then outstanding balance of principal and the remainder of 
said installment shall be applied to reduction of principal.

        Demand, notice, presentment and protest are waived.

        This Note is issued in accordance with Sections 7-53-101 to 7-53-311 
of Tennessee Code Annotated and constitutes a special obligation of the Maker,
the principal of, premium, if any, and interest on this Note, and all other 
amounts payable by the Maker pursuant to the Note Purchase Agreement and this
Note, are payable pursuant to the Assignment referred to in the Note Purchase
Agreement; (ii) from revenues of the Maker derived and to be derived pursuant
    
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to the Lease.  All payments made as provided above shall, to the extent of the
sum or sums so paid, satisfy and discharge the liability of the Maker under 
the Note or the Note Purchase Agreement, as the case may be.  Neither the faith
and credit nor any taxing power of the Maker, the State of Tennessee nor the 
City of Lawrenceburg, Tennessee, is pledged to the payment of the principal or
premium, if any, or interest on this Note.

        No recourse under or upon any obligation, covenant or agreement 
contained in this Note, or under any judgment obtained against the Maker, or 
by the enforcement of any assessment or by any legal or equitable proceeding 
by virtue of any constitution or statute or otherwise or under any 
circumstances, under or independent of this Note, shall be had against any 
incorporator, member, director or officer, as such, past, present or future, 
of the Maker, either directly or through the Maker, or otherwise, for the 
payment for or to the Maker or any receiver thereof, or for or to the holder 
of the Note or otherwise, of any sum that may be due and unpaid by the Maker 
upon the Note.  Any and all personal liability of every nature, whether at 
common law or in equity, or by statute or by constitution or otherwise, of 
any such incorporator, member, director or officer, as such, to respond by 
reason of any act or omission on his part or otherwise, for the payment for 
or to the Maker or any receiver thereof, or for or to the holder of the Note 
or otherwise, of any sum that may remain due and unpaid upon the Note, is 
hereby expressly waived and released as a condition of and consideration for
the issue of the Note.

       Upon the occurrence of an Event of Default under the Note Purchase 
Agreement, the Lease or the Deed of Trust, the balance of the principal sum
of the indebtedness evidenced hereby, with all arrearages of interest thereon,
and any other sums advanced hereunder or under any other document evidencing or
securing the indebtedness evidenced hereby, shall, at the option of the holder, 
become and be due and payable immediately, without notice, anything contained 
herein to the contrary notwithstanding, time being of the essence of this 
contract.  From and after the date of acceleration in accordance with this
paragraph, interest will accrue at the Default Rate.
    
       In the event this Note is placed in the hands of an attorney for 
collection or for enforcement or protection of the security, the Maker shall
pay reasonable attorney's fees and all court and other costs upon demand.
    
       The failure of the holder to exercise any option to accelerate the 
indebtedness hereunder in the event of any default as above provided, or any
forbearance, indulgence, or other delay by such holder in the exercise of any
such option, shall not constitute a waiver of the right to exercise such option
prior to the curing of any such default or in the event of any subsequent 
default, whether similar or dissimilar to any prior default.

        The Maker consents to any extension of time of payment hereof, release
of all or any part of the security for the payment hereof, or release of any 
party liable for this obligation.  Any such extension or release may be made 
without notice to said Maker and without discharging any of its liability 
hereunder.
    
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        No provision in this Note shall require the payment or permit the 
collection of interest in excess of the maximum permitted by law.  If any 
excess of interest in such respect is herein provided for, or shall be 
adjudicated to be so provided for herein, the provisions of this paragraph 
shall govern, and the Maker shall not be obligated to pay the amount of such
interest to the extent that it is in excess of the amount permitted by law.  
In the event the holder shall collect monies which are deemed to constitute
interest which would otherwise increase the effective interest rate on this 
Note to a rate in excess of that permitted to be charged by applicable law, 
all such sums deemed to constitute interest in excess of the legal rate shall
be immediately returned to the payor thereof upon such determination.

        This Note shall be construed according to the laws of the State of 
Tennessee except to the extent-that applicable federal law may permit any 
higher rate of interest.

        Any notice to the Maker of this Note shall be effective when delivered
by personal service or when placed in the first-class United States mails, 
postage prepaid, addressed to Maker, c/o Alan C. Betz, Esq., White & Betz, 
22 Public Square, Lawrenceburg, Tennessee 38464-0488, or at such other
address as may be designated in writing to holder by Maker.

        This Note may be transferred or assigned by the holder by giving notice
to the Lessee as note registrar at its main office, currently at 250 Rittenhouse
Circle, Bristol, Pennsylvania 19007.  The principal hereof, premium, if any, and
interest hereon will be paid by check of the note registrar at the times
provided herein to the holder by mail to the address shown on the registration
books or at such other place as may be directed by the holder.

        The law pursuant to which this Note is issued requires that the 
following statement appear on the face hereof:
    
             Neither the principal of or interest on this Note is taxable by the
             State of Tennessee or by any county or municipality thereof.

             However, such interest is subject to the Tennessee corporate excise
             tax and the Tennessee privilege tax imposed on savings and loan
             associations and the principal hereof may be subject to Tennessee
             inheritance tax.
   
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             IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
LAWRENCEBURG, has caused this Note to be duly executed by its Chairman and its
seal to be impressed hereon and attested by its Secretary as of the date first
above written.
    
                                 THE INDUSTRIAL DEVELOPMENT
                                 BOARD OF THE CITY OF
                                 LAWRENCEBURG
    
                                 By: /s/ Jerry Putman
                                     Chairman
    
(SEAL)
   
ATTEST:
    
Caralyn Thompson
       Secretary

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<PAGE> 6



     Date Of                Name and Address
    Registration            Registered Owner

    April 17, 1997          NationsBank of Tennessee,
                            National Association
                            255 N. Military Avenue
                            Lawrenceburg, TN 38464
     
    
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