0000874016-05-000010 Sample Contracts

FORM OF RESTRICTED STOCK AGREEMENT JONES APPAREL GROUP, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 11th, 2005 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • Pennsylvania

THIS AGREEMENT dated as of ____________, 2005 between JONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company") with the person executing this Agreement (the "Employee").

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AMENDMENT NO. 2 TO THE THREE YEAR CREDIT AGREEMENT
Credit Agreement • March 11th, 2005 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

AMENDMENT NO. 2 (this "Amendment") TO THE THREE YEAR CREDIT AGREEMENT among Jones Apparel Group USA, Inc., a Pennsylvania corporation (the "Borrower"), the Additional Obligors referred to therein, the banks, financial institutions and other institutional lenders parties to the Three Year Credit Agreement referred to below (collectively, the "Lenders") and Wachovia Bank, National Association, as agent (the "Administrative Agent") for the Lenders.

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT
Credit Agreement • March 11th, 2005 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • New York

AMENDMENT NO. 1 (this "Amendment") TO THE AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT among Jones Apparel Group USA, Inc., a Pennsylvania corporation (the "Borrower"), the Additional Obligors referred to therein, the banks, financial institutions and other institutional lenders parties to the Five-Year Credit Agreement referred to below (collectively, the "Lenders") and Wachovia Bank, National Association, as agent (the "Administrative Agent") for the Lenders.

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