0000874016-03-000021 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 25th, 2003 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

FIRST SUPPLEMENTAL INDENTURE dated as of December 23 2002, by and among Jones Apparel Group, Inc., a Pennsylvania corporation, Jones Apparel Group Holdings, Inc., a Delaware corporation, Jones Apparel Group USA, Inc., a Pennsylvania corporation, Nine West Group Inc., a Delaware corporation (collectively, the "Issuers"), 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 banking corporation, as trustee (the "Trustee").

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February 28, 2003 Mr. Ira M. Dansky Executive Vice President, General Counsel and Secretary Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018
Jones Apparel Group Inc • March 25th, 2003 • Women's, misses', and juniors outerwear

Re: Amended and Restated Employment Agreement as of April 4, 2002 between Ira M. Dansky and Jones Apparel Group, Inc. (the "Company") (the "Employment Agreement")

February 28, 2003
Jones Apparel Group Inc • March 25th, 2003 • Women's, misses', and juniors outerwear

Ms. Rhonda Brown President and Chief Executive Officer Footwear, Accessories and Retail Group Jones Apparel Group, Inc. 1129 Westchester Avenue White Plains, NY 10604

February 28, 2003 Mr. Peter Boneparth President and Chief Executive Officer Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018
Jones Apparel Group Inc • March 25th, 2003 • Women's, misses', and juniors outerwear

Re: Amended and Restated Employment Agreement made March 11, 2002 between Peter Boneparth and Jones Apparel Group, Inc. (the "Company") (the "Employment Agreement")

February 28, 2003 Mr. Wesley R. Card Chief Financial and Operating Officer Jones Apparel Group, Inc. 1411 Broadway New York, NY 10018
Jones Apparel Group Inc • March 25th, 2003 • Women's, misses', and juniors outerwear

Re: Amended and Restated Employment Agreement made March 11, 2002 between Wesley R. Card and Jones Apparel Group, Inc. (the "Company") (the "Employment Agreement")

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • March 25th, 2003 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

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 Group USA, 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 banking corporation, as trustee (the "Trustee").

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