0000874016-02-000005 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2002 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

AGREEMENT made October 1, 2001 by and between JONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company"), and RHONDA BROWN (the "Executive").

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2002 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

AGREEMENT made March 11, 2002 by and between JONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company") and PETER BONEPARTH (the "Executive").

BUYING AGENCY AGREEMENT
Buying Agency Agreement • March 25th, 2002 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

This Agreement is entered into this 30th day of November, 2001 between NINE WEST GROUP INC., (hereinafter referred to as "Principal"), a corporation organized under the laws of the State of Delaware, United States of America, having its principal place of business located at 1129 Westchester Avenue, White Plains, New York, U.S.A. 10604-3529, and BENTLEY HSTE FAR EAST SERVICES, LIMITED. (hereinafter referred to as "Agent"), a Corporation having its principal place of business located at 38 Esplanade, St. Helier. Jersey, Channel Islands J34 8QL

FIFTH SUPPLEMENTAL INDENTURE
Indenture • March 25th, 2002 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

FIFTH SUPPLEMENTAL INDENTURE dated as of December 5, 2001, by and among McNaughton Apparel Group Inc., a Delaware corporation (the "Company"), Norton McNaughton of Squire, Inc., a New York corporation, Miss Erika, Inc., a Delaware corporation, McNaughton Apparel Holdings Inc., a South Carolina corporation, and Jeri-Jo Knitwear, Inc., a Delaware corporation (collectively, the "Guarantors"), and United States Trust Company of New York, a New York banking corporation, as trustee (the "Trustee").

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