Underwriting Agreement – The Jones Group Inc.

THE JONES GROUP INC.
JONES APPAREL GROUP HOLDINGS, INC.
JONES APPAREL GROUP USA, INC.
JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION

6.875% Senior Notes Due 2019

UNDERWRITING AGREEMENT

March 2, 2011

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
As Representatives of the several Underwriters
named in Schedule II hereto
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

The Jones Group Inc., a Pennsylvania corporation (the
“Company“), Jones Apparel Group Holdings, Inc., a Delaware
corporation (“Jones Apparel Group Holdings“), Jones Apparel
Group USA, Inc., a Delaware corporation (“Jones Apparel Group
USA“), and JAG Footwear, Accessories and Retail Corporation, a New
Jersey corporation (“JAG Footwear” and together with the
Company, Jones Apparel Group Holdings and Jones Apparel Group USA, the
“Issuers“), as joint and several obligors, propose to sell to
the several underwriters named in Schedule II hereto (the
“Underwriters“), for whom you (the
“Representatives“) are acting as representatives, the principal
amount of their securities identified in Schedule I hereto (the
“Securities“), to be issued under an indenture (the
“Indenture“) dated as of the Closing Date, among the Issuers
and U.S. Bank National Association, as trustee (the
“Trustee“). Any reference herein to the Registration Statement,
the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or the issue date of the
Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case
may be; and any reference herein to the terms “amend,” “amendment” or
“supplement” with respect to the Registration Statement, the Base Prospectus,
any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date of the Base
Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may
be, deemed to be incorporated therein by reference. Certain terms used herein
are defined in Section 21 hereof.

1. Representations and Warranties. The Issuers jointly and severally
represent and warrant to, and agree with, each Underwriter as set forth below in
this Section 1.

(a) The Issuers meet the requirements for use of Form S-3 under the Act and
have prepared and filed with the Commission an automatic shelf registration
statement, as defined in Rule 405 (the file number of which is set forth in
Schedule I hereto) which has been filed within the last three years on Form S-3,
including a related Base Prospectus, for registration under the Act of the
offering and sale of the Securities; and no notice of objection of the
Commission to the use of such Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been
received by the Issuers. Such Registration Statement, including any amendments
thereto filed prior to the Execution Time, became effective upon filing; and no
order suspending the effectiveness of the Registration Statement has been issued
by the Commission and no proceeding for that purpose or pursuant to Section 8A
of the Act against the Issuers or related to the offering has been initiated or
threatened by the Commission. The Issuers may have filed with the Commission, as
part of an amendment to the Registration Statement or pursuant to Rule 424(b),
one or more Preliminary Prospectuses relating to the Securities, each of which
has previously been furnished to you. The Issuers will file with the Commission
a Final Prospectus relating to the Securities in accordance with Rule 424(b). As
filed, such Final Prospectus shall contain all information required by the Act
and the rules thereunder, and, except to the extent the Representatives shall
agree in writing to a modification, shall be in all substantive respects in the
form furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the Base Prospectus and
any Preliminary Prospectus) as the Issuers have advised you, prior to the
Execution Time, will be included or made therein. The Registration Statement, at
the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

(b) On each Effective Date, the Registration Statement did, and when the
Final Prospectus is first filed in accordance with Rule 424(b) and on the
Closing Date (as defined herein), the Final Prospectus (and any supplement
thereto) will, comply in all material respects with the applicable requirements
of the Act, the Exchange Act and the Trust Indenture Act and the respective
rules thereunder; on each Effective Date and at the Execution Time, the
Registration Statement did not and will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading; on the
Effective Date and on the Closing Date the Indenture did or will comply in all
material respects with the applicable requirements of the Trust Indenture Act;
and as of its date and on the Closing Date, the Final Prospectus (together with
any supplement thereto) will not include any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the Issuers make no
representation or warranty as to (i) that part of the Registration Statement
which shall constitute the Statement of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act of the Trustee or (ii) the information contained
in or omitted from the Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Issuers by or on behalf of any Underwriter through
the Representatives specifically for inclusion in the Registration Statement or
the Final Prospectus (or any supplement thereto), it being understood and

agreed that the only such information furnished by or on behalf of any
Underwriter consists of the information described as such in Section 8 hereof.

(c) (i) The Disclosure Package and (ii) each electronic road show used by the
Issuers in connection with the offering of the Securities, when taken together
as a whole with the Disclosure Package, does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; provided that none of the Issuers make any representation
or warranty as to information contained in or omitted from the Disclosure
Package, or any amendment or supplement thereto, in reliance upon and in
conformity with information furnished in writing to the Issuers by or on behalf
of the Underwriters through the Representative specifically for inclusion
therein, it being understood and agreed that the only such information furnished
by or on behalf of any Underwriter consists of the information described as such
in Section 8 hereof.

(d) The documents incorporated or deemed to be incorporated by reference in
the Registration Statement, the Preliminary Prospectus and the Final Prospectus
(i) at the time they were or hereafter are filed with the Commission, complied
or will comply in all material respects with the requirements of the Exchange
Act and (ii) when read together with the other information in the Disclosure
Package, at the Execution Time, and when read together with the other
information in the Final Prospectus, as of its date and at the Closing Date, did
not or will not include an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

(e) Each Issuer is not an Ineligible Issuer (as defined in Rule 405) and is a
Well-Known Seasoned Issuer, in each case at the times specified in the Act in
connection with the offering of the Securities. The Issuers agree to pay the
fees required by the Commission relating to the Securities within the time
required by Rule 456(b)(1) without regard to the proviso therein and otherwise
in accordance with Rules 456(b) and 457(r).

(f) Each Issuer Free Writing Prospectus and the final term sheet prepared and
filed pursuant to Section 5(b) hereto does not include any information that
conflicts with the information contained in the Registration Statement, the
Preliminary Prospectus or the Final Prospectus, including any document
incorporated therein by reference and any prospectus supplement deemed to be a
part thereof that has not been superseded or modified. The foregoing sentence
does not apply to statements in or omissions from any Issuer Free Writing
Prospectus based upon and in conformity with written information furnished to
the Issuers by any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information furnished
by or on behalf of any Underwriter consists of the information described as such
in Section 8 hereof.

(g) Each Issuer and its Significant Subsidiaries has been duly incorporated
and is validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, is duly qualified to do business and is in good
standing as a foreign

corporation in each jurisdiction in which its ownership or lease of property
or the conduct of its business requires such qualification and has all power and
authority necessary to own or hold its properties and to conduct the businesses
in which it is engaged, except where the failure to so qualify or have such
power or authority would not, singularly or in the aggregate, have a material
adverse effect on the condition, financial or otherwise, earnings, business
affairs or business prospects of the Issuers and their subsidiaries taken as a
whole (a “Material Adverse Effect“).

(h) The Company has the authorized capitalization as set forth in the
Disclosure Package and the Final Prospectus under the heading “Capitalization”;
and all of the outstanding shares of capital stock of each Significant
Subsidiary of each of the Issuers have been duly and validly authorized and
issued, are fully paid and non-assessable and, except as described in the
Registration Statement, the Disclosure Package or the Final Prospectus, are
owned directly or indirectly by such Issuer, free and clear of any lien, charge,
encumbrance, security interest, restriction upon voting or transfer or any other
claim of any third party other than “Permitted Liens” as defined in the
indenture dated as of November 22, 2004, among the Issuers and U.S. Bank
National Association (as successor in interest to SunTrust Bank), as amended and
supplemented prior to the date hereof.

(i) Each Issuer has full right, power and authority to execute and deliver
each of the following documents to which it is a party: this Agreement, the
Indenture and the Securities (collectively, the “Transaction Documents”), and to
perform its obligations hereunder and thereunder; and all corporate action
required to be taken for the due and proper authorization, execution and
delivery of each of the Transaction Documents and the transactions contemplated
thereby will have been duly and validly taken as of the Closing Date.

(j) This Agreement has been duly authorized, executed and delivered by each
of the Issuers.

(k) As of the Closing Date, the Indenture will have been duly authorized by
each of the Issuers and, when duly executed and delivered in accordance with its
terms by each of the parties thereto, will constitute a valid and legally
binding agreement of each of the Issuers, enforceable against each of them in
accordance with its terms, except to the extent that such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors153 rights
generally from time to time in effect and by general equitable principles,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing (whether considered in a proceeding in equity or at law).
As of the Effective Date, the Indenture was duly qualified under the Trust
Indenture Act.

(l) As of the Closing Date, the Securities will have been duly authorized by
each of the Issuers and, when duly executed, authenticated, issued and delivered
as provided in the Indenture and paid for as provided herein, the Securities
will each be duly and validly issued and outstanding and will constitute valid
and legally binding obligations of the Issuers, entitled to the benefits of the
Indenture and enforceable against

the Issuers in accordance with their terms, except to the extent that such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting
creditors153 rights generally and by general equitable principles (whether
considered in a proceeding in equity or at law).

(m) None of the Issuers are, and upon the issuance and sale of the Securities
as herein contemplated and the application of the net proceeds therefrom as
described in the Disclosure Package and the Final Prospectus, none of the
Issuers will be, an “investment company” or a company “controlled by” an
investment company within the meaning of the Investment Company Act of 1940, as
amended.

(n) The execution, delivery and performance by each Issuer of each of the
Transaction Documents to which it is a party, the issuance, authentication, sale
and delivery of the Securities and compliance by such Issuer with the terms
hereof and thereof and the consummation of the transactions contemplated by the
Transaction Documents will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance which is
material to the Issuers and their subsidiaries, taken as a whole, upon any
property or assets of such Issuer or any of its subsidiaries pursuant to, any
agreement or instrument which is material to the Issuers and their subsidiaries,
taken as a whole, to which such Issuer or any of its subsidiaries is a party or
by which such Issuer or any of its subsidiaries is bound or to which any of the
property or assets of such Issuer or any of its subsidiaries is subject, nor
will such actions result in any violation of the provisions of the charter or
by-laws of such Issuer or any of its Significant Subsidiaries or any statute or
any judgment, order, decree, rule or regulation which is material to the Issuers
and their subsidiaries, taken as a whole, of any court or arbitrator or
governmental agency or body having jurisdiction over such Issuer or any of its
subsidiaries or any of its properties or assets; and no consent, approval,
authorization or order of, or filing or registration with, any such court or
arbitrator or governmental agency or body having jurisdiction over any Issuer or
any of its subsidiaries under any such statute, judgment, order, decree, rule or
regulation is required for the execution, delivery and performance by such
Issuer of any of the Transaction Documents to which it is a party, the issuance,
authentication, sale and delivery of the Securities and compliance by such
Issuer with the terms thereof and the consummation of the transactions
contemplated by the Transaction Documents, except for such consents, approvals,
authorizations, filings, registrations or qualifications (i) which shall have
been obtained or made prior to the Closing Date, (ii) as may be required to be
obtained or made under applicable state securities laws and (iii) which would
not, singularly or in the aggregate, have a Material Adverse Effect.

(o) The financial statements and related notes thereto included or
incorporated by reference in the Preliminary Prospectus, the Final Prospectus
and the Registration Statement comply in all material respects with the
applicable requirements of the Exchange Act and Regulation S-X under the Act
applicable to registration statements on Form S-3, as applicable, and present
fairly the financial position of the Company and its subsidiaries as of the
dates indicated and the results of their operations and the changes in

their cash flows for the periods specified; such financial statements have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods covered thereby, except as
disclosed therein; and the other financial information of the Company and its
subsidiaries included or incorporated by reference in the Preliminary
Prospectus, the Final Prospectus and the Registration Statement have been
derived from the accounting records of the Company and its subsidiaries and
presents fairly the information shown thereby in all material respects. The pro
forma financial information and the related notes thereto incorporated by
reference in the Preliminary Prospectus, the Final Prospectus and the
Registration Statement have been prepared in accordance with the applicable
requirements of the Act and the Exchange Act, as applicable, and the assumptions
underlying such pro forma financial information are reasonable.

(p) Since the date of the most recent financial statements of the Company
included or incorporated by reference in the Preliminary Prospectus, the Final
Prospectus and the Registration Statement, except as disclosed in the
Preliminary Prospectus, the Final Prospectus and the Registration Statement
(exclusive of any amendment or supplements thereto subsequent to the Execution
Time) (i) there has not been (A) any change in the capital stock or long-term
debt of any of the Issuers or their Significant Subsidiaries, or any dividend or
distribution of any kind (other than regular quarterly dividends) declared, set
aside for payment, paid or made by any of the Issuers on any class of capital
stock, or (B) any material adverse change, or any development involving a
prospective material adverse change, in or affecting the business, properties,
management, financial position, or results of operations of the Issuers and
their subsidiaries taken as a whole; (ii) none of the Issuers or any of their
subsidiaries has entered into any transaction or agreement that is material to
the Issuers and their Significant Subsidiaries taken as a whole or incurred any
liability or obligation, direct or contingent, that is material to the Issuers
and their Significant Subsidiaries taken as a whole; and (iii) none of the
Issuers or any of their subsidiaries has sustained any material loss or material
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor disturbance or dispute or
any action, order or decree of any court or arbitrator or governmental or
regulatory authority.

(q) Except as disclosed in the Preliminary Prospectus, the Final Prospectus
and the Registration Statement, there are no legal or governmental proceedings
pending to which any Issuer or any of its subsidiaries is a party or of which
any property or assets of any Issuer, or any of its subsidiaries is the subject
which, singularly or in the aggregate, if determined adversely to such Issuer or
any of its subsidiaries, could reasonably be expected to have a Material Adverse
Effect; and to the knowledge of the Issuers, no such proceedings are threatened
or contemplated by governmental authorities or threatened by others.

(r) No action has been taken and no statute, rule, regulation or order has
been enacted, adopted or issued by any governmental agency or body which
prevents the issuance of the Securities or suspends the sale of the Securities
in any jurisdiction; no injunction, restraining order or order of any nature by
any Federal or state court of

competent jurisdiction has been issued with respect to any Issuer or any of
its subsidiaries which would prevent or suspend the issuance and sale of the
Securities or the use of the Preliminary Prospectus, the Final Prospectus and
the Registration Statement in any jurisdiction; no action, suit or proceeding is
pending against or, to the knowledge of each Issuer, threatened against or
affecting any Issuer or any of its subsidiaries before any court or arbitrator
or any governmental agency, body or official, domestic or foreign, which could
reasonably be expected to interfere with or materially and adversely affect the
issuance and sale of the Securities or in any manner draw into question the
validity, enforceability or consummation of any of the Transaction Documents or
any action taken or to be taken pursuant thereto.

(s) None of the Issuers or any of their subsidiaries is (i) in violation of
its charter or by-laws, (ii) in default, and no event has occurred which, with
notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it is bound or to which any of its
property or assets is subject or (iii) in violation of any law, ordinance,
governmental rule, regulation or court decree to which it or its property or
assets may be subject, except in the case of clause (ii) or (iii) for any such
violation or default which would not have a Material Adverse Effect.

(t) BDO USA, LLP are independent public accountants with respect to the
Company and its subsidiaries as required by the Act and the Exchange Act and the
rules of the Public Company Accounting Oversight Board (the
“PCAOB“). J.H. Cohn LLP, which expressed its opinion with
respect to the financial statements of Stuart Weitzman Holdings, LLC
(“Stuart Weitzman“) and it subsidiaries, are independent public
accountants with respect to the Stuart Weitzman and its subsidiaries within the
meaning of Rule 101 of the Code of Professional Conduct of the American
Institute of Certified Public Accountants and its interpretations and ruling
thereunder.

(u) The Issuers (i) have filed all income tax returns that are required to be
filed or have requested extensions thereof and (ii) have paid all taxes required
to be paid by them, and any other assessment, fine or penalty levied against
them, to the extent that any of the foregoing is due and payable, except, in
each of (i) and (ii), (A) for taxes being contested in good faith for which
adequate reserves have been provided in accordance with generally accepted
accounting principles, (B) for any such taxes the failure of which to pay or so
file could not, individually or in the aggregate, reasonably by expected to have
a Material Adverse Effect or (C) as set forth in or contemplated in the
Disclosure Package and the Final Prospectus (exclusive of any amendment or
supplement thereto subsequent to the Execution Time).

(v) No labor problem or dispute with the employees of the Issuers or any of
their subsidiaries exists or is threatened or imminent, and the Issuers are not
aware of any existing or imminent labor disturbance by the employees of any of
their or their subsidiaries153 principal suppliers, contractors or customers, in
each case, that could have a Material Adverse Effect, except as set forth in or
contemplated in the Disclosure Package

and the Final Prospectus (exclusive of any amendment or supplement thereto
subsequent to the Execution Time).

(w) Each of the Issuers and each of their subsidiaries are insured by
financially sound and reputable carriers against such losses and risks and in
such amounts as are prudent and customary in the businesses in which they are
engaged; all policies of insurance insuring the Issuers or any of their
subsidiaries or their respective businesses, assets, employees, officers and
directors are in full force and effect. Neither the Issuers nor any such
subsidiary has any reason to believe it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business at a
cost that would not have a Material Adverse Effect, except as set forth or
contemplated in the Disclosure Package and the Final Prospectus (exclusive of
any supplement thereto subsequent to the Execution Time).

(x) No subsidiary of each of the Issuers is currently prohibited, directly or
indirectly, from paying any dividends to the Issuers, from making any other
distribution on such subsidiary153s capital stock, from repaying to the Issuers
any loans or advances to such subsidiary from the Issuers or from transferring
any of such subsidiary153s property or assets to the Issuers or any other
subsidiary of the Issuers, except as disclosed in or contemplated by the
Disclosure Package and the Final Prospectus (exclusive of any amendment or
supplement thereto subsequent to the Execution Time).

(y) Each of the Issuers and each of their subsidiaries possess all licenses,
certificates, authorizations and permits which are material to the Issuers and
their subsidiaries, taken as a whole, issued by, and have made all declarations
and filings with, the appropriate Federal, state or foreign regulatory agencies
or bodies which are necessary for the ownership of its properties or the conduct
of their businesses as described in the Disclosure Package and the Final
Prospectus (exclusive of any amendment or supplement thereto subsequent to the
Execution Time), except where the failure to possess or make the same would not,
singularly or in the aggregate, have a Material Adverse Effect, and none of the
Issuers or any of their subsidiaries has received notification of any revocation
or modification of any such license, certificate, authorization or permit or has
any reason to believe that any such license, certificate, authorization or
permit will not be renewed in the ordinary course.

(z) The Issuers and each of their subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management153s general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management153s general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. The Issuers and their subsidiaries are not aware of
any material weakness in their internal controls over financial reporting.

(aa) The Issuers and their subsidiaries maintain “disclosure controls and
procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act).
The Issuers and their subsidiaries have carried out evaluations of the
effectiveness of such disclosure controls and procedures and such disclosure
controls and procedures are effective.

(bb) The Issuers have not taken, directly or indirectly, any action designed
to or that would constitute or that might reasonably be expected to cause or
result in, under the Exchange Act or otherwise, stabilization or manipulation of
the price of any security of the Issuers to facilitate the sale or resale of the
Securities.

(cc) The Issuers and their subsidiaries are (i) in compliance with any and
all applicable foreign, federal, state and local laws and regulations relating
to the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants (“Environmental Laws”),
(ii) have received and are in compliance with all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) have not received notice of any actual or
potential liability under any Environmental Law, except where such
non-compliance with Environmental Laws, failure to receive required permits,
licenses or other approvals, or liability would not, individually or in the
aggregate, have a Material Adverse Effect, except as set forth in or
contemplated in the Disclosure Package and the Final Prospectus (exclusive of
any amendment or supplement thereto subsequent to the Execution Time). Except as
set forth in the Disclosure Package and the Final Prospectus, or which would
not, individually or in the aggregate, have a Material Adverse Effect, neither
the Issuers nor any of their subsidiaries have been named as a “potentially
responsible party” under the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended.

(dd) In the ordinary course of their business, the Issuers periodically
review the effect of Environmental Laws on the business, operations and
properties of the Issuers and their subsidiaries and on the basis of such
review, the Issuers have reasonably concluded that such associated costs and
liabilities would not, singly or in the aggregate, have a Material Adverse
Effect, except as set forth in or contemplated in the Disclosure Package and the
Final Prospectus (exclusive of any amendment or supplement thereto subsequent to
the Execution Time).

(ee) None of the following events has occurred or exists: (i) a failure to
fulfill the obligations, if any, under the minimum funding standards of Section
302 of the United States Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), and the regulations and published interpretations thereunder
with respect to a Plan, determined without regard to any waiver of such
obligations or extension of any amortization period that could have a Material
Adverse Effect; (ii) an audit or investigation by the Internal Revenue Service,
the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any
other federal or state governmental agency or any foreign regulatory agency with
respect to the employment or compensation of employees by any of the Issuers or
any of their subsidiaries that could have a Material Adverse Effect; (iii) any
breach of any contractual obligation, or any violation of law or applicable

qualification standards, with respect to the employment or compensation of
employees by the Issuers or any of their subsidiaries that could have a Material
Adverse Effect. None of the following events has occurred or is reasonably
likely to occur: (i) an increase in the aggregate amount of contributions
required to be made to all Plans in the current fiscal year of the Issuers and
their subsidiaries compared to the amount of such contributions made in the most
recently completed fiscal year of the Issuers and their subsidiaries that could
have a Material Adverse Effect; (ii) an increase in the “accumulated
post-retirement benefit obligations” (within the meaning of Statement of
Financial Accounting Standards 106) of the Issuers and their subsidiaries
compared to the amount of such obligations in the most recently completed fiscal
year of the Issuers and their subsidiaries that could have a Material Adverse
Effect; (iii) any event or condition giving rise to a liability under Title IV
of ERISA that could have a Material Adverse Effect; or (iv) the filing of a
claim by one or more employees or former employees of the Issuers or any of
their subsidiaries related to their employment that could have a Material
Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan
(within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with
respect to which the Issuers or any of their subsidiaries may have any material
liability.

(ff) There is and has been no failure on the part of the Issuers and any of
the Issuers153 directors or officers, in their capacities as such, to comply in
all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and
the rules and regulations promulgated in connection therewith (the
“Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302
and 906 relating to certifications.

(gg) The Issuers, their subsidiaries and, to the knowledge of the Issuers,
their affiliates have conducted their businesses in compliance with the Foreign
Corrupt Practices Act of 1977, as amended and the rules and regulations
thereunder in all material respects and have instituted and maintain policies
and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance therewith.

(hh) To the Issuers153 knowledge, the operations of the Issuers and their
subsidiaries are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements and the money
laundering statutes and the rules and regulations thereunder and any related or
similar rules, regulations or guidelines, issued, administered or enforced by
any governmental agency having jurisdiction over such Issuers or any of their
subsidiaries or any of their properties or assets (collectively, the
“Money Laundering Laws“) and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator
involving the Issuers or any of their subsidiaries with respect to the Money
Laundering Laws is pending or, to the knowledge of the Issuers, threatened.

(ii) Neither the Issuers nor any of their subsidiaries nor, to the knowledge
of the Issuers, any director, officer, agent, employee or affiliate of the
Issuers or any of their subsidiaries is currently subject to any sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC“); and the Issuers will not directly or
indirectly use the proceeds of the offering, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other
person or

entity, for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.

(jj) The subsidiaries listed on Annex A attached hereto are the only
significant subsidiaries of the Issuers as defined by Rule 1-02 of Regulation
S-X (the “Significant Subsidiaries“).

(kk) Except as disclosed in the Preliminary Prospectus and the Final
Prospectus, each of the Issuers and each of their subsidiaries owns or
possesses, or can acquire on reasonable terms, adequate rights to use all
material patents, patent applications, trademarks, service marks, trade names,
trademark registrations, service mark registrations, copyrights, licenses and
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) necessary for
the conduct of their businesses, except where the failure to own, possess or
acquire the same would not, singularly or in the aggregate, have a Material
Adverse Effect; and the conduct of their businesses will not conflict in any
material respect with, and none of the Issuers or their respective subsidiaries
has received any notice of any claim (other than such claims as would not
reasonably be expected to have a Material Adverse Effect) of conflict with, any
such rights of others.

(ll) On and immediately after the Closing Date, the Issuers (after giving
effect to the issuance of the Securities and the other transactions related
thereto as described in the Registration Statement, the Disclosure Package and
the Final Prospectus) will be Solvent. As used in this paragraph, the term
“Solvent” means, with respect to a particular date, that on such date (i) the
present fair market value of the assets of the Issuers will exceed their debts
and liabilities, subordinated, contingent or otherwise; (ii) the present fair
saleable value of the property of the Issuers will be greater than the amount
that will be required to pay the probable liability of their debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (iii) the Issuers will be able to pay
their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities mature; and (iv) the Issuers will not have unreasonably
small capital with which to conduct the businesses in which they are engaged as
such businesses are now conducted and are proposed to be conducted after the
Closing Date.

Any certificate signed by any officer of an Issuer and delivered to the
Representatives or counsel for the Underwriters in connection with the offering
of the Securities shall be deemed a representation and warranty by such Issuer,
as to matters covered thereby, to each Underwriter.

2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Issuers
jointly and severally agree to sell to each Underwriter, and each Underwriter
agrees, severally and not jointly, to purchase from the Issuers, at the purchase
price set forth in Schedule I hereto the principal amount of the Securities set
forth opposite such Underwriter153s name in Schedule II hereto.

3. Delivery and Payment. Delivery of and payment for the Securities
shall be made on the date and at the time specified in Schedule I hereto or at
such time on such later

date not more than three Business Days after the foregoing date as the
Representatives shall designate, which date and time may be postponed by
agreement between the Representatives and the Issuers or as provided in Section
9 hereof (such date and time of delivery and payment for the Securities being
herein called the “Closing Date“). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Issuers by wire transfer payable in same-day funds to an account specified by
the Issuers. Delivery of the Securities shall be made through the facilities of
The Depository Trust Company unless the Representatives shall otherwise
instruct. Certificates for the Securities shall be registered in such names and
in such denominations as Citigroup Global Markets Inc. may request not less than
two Business Days in advance of the Closing Date.

The Issuers agree to have the Securities available for inspection by the
Representatives in New York, New York, not later than 1:00 PM on the Business
Day prior to the Closing Date.

4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Preliminary Prospectus and the Final Prospectus.

5. Agreements. The Issuers jointly and severally agree with the
several Underwriters that:

(a) Prior to the termination of the offering of the Securities, the Issuers
will not file any amendment of the Registration Statement or supplement
(including the Final Prospectus or any Preliminary Prospectus) to the Base
Prospectus unless the Issuers have furnished you a copy for your review prior to
filing and will not file any such proposed amendment or supplement to which you
reasonably and promptly object. The Issuers will cause the Final Prospectus,
properly completed, and any supplement thereto to be filed in a form approved by
the Representatives with the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the Representatives of such timely filing. The Issuers will
promptly advise the Representatives (i) when the Final Prospectus, and any
supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the
Securities, any amendment to the Registration Statement shall have been filed or
become effective, (iii) of any request by the Commission or its staff for any
amendment of the Registration Statement prior to the termination of the offering
of the Securities, or for any supplement to the Final Prospectus or for any
additional information, (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of any notice
objecting to its use or the institution or threatening of any proceeding for
that purpose or pursuant to Section 8A of the Act prior to the termination of
the offering of the Securities, (v) of the receipt by the Issuers of any notice
of objection of the Commission to the use of the Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act prior
to the termination of the offering of the Securities or (vi) of the receipt by
the Issuers of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the institution
or

threatening of any proceeding for such purpose. The Issuers will use their
reasonable best efforts to prevent the issuance of any such stop order or the
occurrence of any such suspension or objection to the use of the Registration
Statement and, upon such issuance, occurrence or notice of objection, to obtain
as soon as possible the withdrawal of such stop order or relief from such
occurrence or objection, including, if necessary, by filing an amendment to the
Registration Statement or a new registration statement and using their
reasonable best efforts to have such amendment or new registration statement
declared effective as soon as practicable.

(b) To prepare a final term sheet, containing solely a description of final
terms of the Securities and the offering thereof, in the form approved by you
and attached as Schedule IV hereto and to file such term sheet pursuant to Rule
433(d) within the time required by such Rule.

(c) If, at any time prior to the filing of the Final Prospectus pursuant to
Rule 424(b), any event occurs as a result of which the Disclosure Package would
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the circumstances
under which they were made or the circumstances then prevailing not misleading,
or if it shall be necessary to amend the Registration Statement, file a new
registration statement or supplement the Final Prospectus to comply with the Act
or the Exchange Act or the respective rules thereunder, including in connection
with use or delivery of the Final Prospectus, the Issuers will (i) notify
promptly the Representatives so that any use of the Disclosure Package may cease
until it is amended or supplemented; (ii) amend or supplement the Disclosure
Package, subject to Section 5(a), to correct such statement or omission; and
(iii) supply any amendment or supplement to you in such quantities as you may
reasonably request.

(d) If, at any time when a prospectus relating to the Securities is required
to be delivered under the Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172), any event occurs as a result of which
the Final Prospectus as then supplemented would include any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made
at such time not misleading, or if it shall be necessary to amend the
Registration Statement, file a new registration statement or supplement the
Final Prospectus to comply with the Act or the Exchange Act or the respective
rules thereunder, including in connection with use or delivery of the Final
Prospectus, the Issuers promptly will (i) notify the Representatives of any such
event, (ii) prepare and file with the Commission, subject to Section 5(a), an
amendment or supplement or new registration statement which will correct such
statement or omission or effect such compliance, (iii) use their reasonable best
efforts to have any amendment to the Registration Statement or new registration
statement declared effective as soon as practicable in order to avoid any
disruption in use of the Final Prospectus and (iv) supply any supplemented Final
Prospectus to you in such quantities as you may reasonably request.

(e) As soon as reasonably practicable, the Issuers will make generally
available to their security holders and to the Representatives an earnings
statement or statements of the Issuers and their subsidiaries which will satisfy
the provisions of Section 11(a) of the Act and Rule 158.

(f) If requested, the Issuers will furnish to the Representatives and counsel
for the Underwriters, without charge, signed copies of the Registration
Statement (including exhibits thereto) and to each other Underwriter a copy of
the Registration Statement (without exhibits thereto) and, so long as delivery
of a prospectus by an Underwriter or dealer may be required by the Act
(including in circumstances where such requirement may be satisfied pursuant to
Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus
and each Issuer Free Writing Prospectus and any supplement thereto as the
Representatives may reasonably request. The Issuers will pay the expenses of
printing or other production of all documents relating to the offering.

(g) The Issuers will arrange, if necessary, for the qualification of the
Securities for sale under the laws of such jurisdictions as the Representatives
may designate and will maintain such qualifications in effect so long as
required for the distribution of the Securities; provided that in no event shall
the Issuers be obligated to qualify to do business in any jurisdiction where it
is not now so qualified or to take any action that would subject it to service
of process in suits, other than those arising out of the offering or sale of the
Securities, in any jurisdiction where it is not now so subject.

(h) The Issuers jointly and severally agree that, unless they have or shall
have obtained the prior written consent of the Representatives, and each
Underwriter, severally and not jointly, agrees with the Issuers that, unless it
has or shall have obtained, as the case may be, the prior written consent of the
Issuers, they have not made and will not make any offer relating to the
Securities that would constitute an Issuer Free Writing Prospectus or that would
otherwise constitute a “free writing prospectus” (as defined in Rule 405)
required to be filed by the Issuers with the Commission or retained by the
Issuers under Rule 433, other than a free writing prospectus containing the
information contained in the final term sheet prepared and filed pursuant to
Section 5(b) hereto; provided that the prior written consent of the parties
hereto shall be deemed to have been given in respect of the Free Writing
Prospectuses included in Schedule III hereto and any electronic road show. Any
such free writing prospectus consented to by the Representatives or the Issuers
is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuers
agree that (x) they have treated and will treat, as the case may be, each
Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y)
they have complied and will comply, as the case may be, with the requirements of
Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including
in respect of timely filing with the Commission, legending and record keeping.

(i) During the period from the date hereof through and including the later of
(i) the completion of the initial distribution of the Securities by the
Underwriters, as notified to the Issuers by the Representatives and (ii) the
Closing Date for such Securities, but in no event later than 45 days after the
date of this Agreement, the Issuers will not, without the prior written consent
of Citigroup Global Markets Inc., offer, sell,

contract to sell, or publicly announce an intention to effect any such sale
or contract to sale, or otherwise dispose of any debt securities issued or
guaranteed by any of the Issuers.

(j) The Issuers will not take, directly or indirectly, any action designed to
or that would constitute or that might reasonably be expected to cause or result
in, under the Exchange Act or otherwise, stabilization or manipulation of the
price of any security of the Issuers to facilitate the sale or resale of the
Securities.

(k) The Issuers agree to pay the costs and expenses relating to the following
matters: (i) the preparation, printing or reproduction and filing with the
Commission of the Registration Statement (including financial statements and
exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each
Issuer Free Writing Prospectus, and each amendment or supplement to any of them;
(ii) the printing (or reproduction) and delivery (including postage, air freight
charges and charges for counting and packaging) of such copies of the
Registration Statement, each Preliminary Prospectus, the Final Prospectus and
each Issuer Free Writing Prospectus, and all amendments or supplements to any of
them, as may, in each case, be reasonably requested for use in connection with
the offering and sale of the Securities; (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Securities,
including any stamp or transfer taxes in connection with the original issuance
and sale of the Securities; (iv) the printing (or reproduction) and delivery of
this Agreement, any blue sky memorandum and all other agreements or documents
printed (or reproduced) and delivered in connection with the offering of the
Securities; (v) the registration of the Securities under the Exchange Act; (vi)
any registration or qualification of the Securities for offer and sale under the
securities or blue sky laws of the several states (including filing fees and the
reasonable fees and expenses of counsel for the Underwriters relating to such
registration and qualification); (vii) any filings required to be made with
FINRA (including filing fees and the reasonable fees and expenses of counsel for
the Underwriters relating to such filings); (viii) the transportation and other
expenses incurred by or on behalf of Issuers153 representatives in connection with
presentations to prospective purchasers of the Securities; (ix) the fees and
expenses of the Issuers153 accountants and the fees and expenses of counsel
(including local and special counsel) for the Issuers; and (x) all other costs
and expenses incident to the performance by the Issuers of their obligations
hereunder; provided that, except as provided in this Agreement, each party
hereto shall pay the fees and expense of its counsel.

6. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of the Issuers contained
herein as of the Execution Time and the Closing Date, to the accuracy of the
statements of the Issuers made in any certificates pursuant to the provisions
hereof, to the performance by the Issuers of their obligations hereunder in all
material respects and to the following additional conditions:

(a) The Final Prospectus, and any supplement thereto, have been filed in the
manner and within the time period required by Rule 424(b); the final term sheet
contemplated by Section 5(b) hereto, and any other material required to be filed
by the

Issuers pursuant to Rule 433(d) under the Act, shall have been filed with the
Commission within the applicable time periods prescribed for such filings by
Rule 433; and no stop order suspending the effectiveness of the Registration
Statement or any notice objecting to its use shall have been issued and no
proceedings for that purpose, pursuant to Rule 401(g)(2) or pursuant to Section
8A under the Act, shall have been instituted or threatened.

(b) The Underwriters shall have received the opinion, dated the Closing Date,
of Cravath, Swaine & Moore LLP, in form and substance satisfactory to
counsel for the Underwriters to the effect set forth in Exhibit A-1 hereto.

(c) The Underwriters shall have received the opinions of (i) Schnader,
Harrison, Segal & Lewis LLP, special Pennsylvania counsel for the Company,
(ii) Drinker Biddle & Reath LLP, special New Jersey counsel for JAG
Footwear and (iii) Ira M. Dansky, Esq., General Counsel of the Issuers, each in
form and substance satisfactory to counsel for the Underwriters, to the effect
set forth in Exhibits A-2 to A-4.

(d) The Representatives shall have received from Cahill Gordon & Reindel
llp, counsel for the Underwriters, such opinion or opinions, dated the Closing
Date and addressed to the Representatives, with respect to the issuance and sale
of the Securities, the Indenture, the Registration Statement, the Disclosure
Package, the Final Prospectus (together with any supplement thereto) and other
related matters as the Representatives may reasonably require, and the Issuers
shall have furnished to such counsel such documents as they reasonably request
for the purpose of enabling them to pass upon such matters.

(e) The Issuers shall have furnished to the Representatives a certificate of
the Issuers, signed by, in the case of (i) the Company, its Chief Financial
Officer and its Executive Vice President, Chief Accounting Officer and
Controller, (ii) Jones Apparel Group Holdings, its President and its Treasurer,
(iii) Jones Apparel Group USA, its Chief Financial Officer and its Vice
President and Assistant Treasurer and (iv) JAG Footwear, its Chief Executive
Officer and President and its Chief Financial Officer, dated the Closing Date,
to the effect that the signers of such certificate have carefully examined the
Registration Statement, the Disclosure Package, the Final Prospectus and any
supplements or amendments thereto, as well as each electronic road show used in
connection with the offering of the Securities, and this Agreement and that:

(i) the representations and warranties of the Issuers in this Agreement that
are qualified by materiality are true and correct, and the representations and
warranties of the Issuers in this Agreement that are not qualified by
materiality are true and correct in all material respects, on and as of the
Closing Date with the same effect as if made on the Closing Date and the Issuers
have complied in all material respects with all the agreements and satisfied all
the conditions on their part to be performed or satisfied at or prior to the
Closing Date;

(ii) no stop order suspending the effectiveness of the Registration Statement
or any notice objecting to its use has been issued and no proceedings

for that purpose have been instituted or, to the Issuers153 knowledge,
threatened; and

(iii) since the date of the most recent financial statements included in the
Disclosure Package and the Final Prospectus (exclusive of any amendment or
supplement thereto subsequent to the date hereof), there has been no change in
the condition, financial or otherwise, earnings, business affairs or business
prospects of the Issuers and their subsidiaries, taken as a whole, except as set
forth in or contemplated in the Disclosure Package and the Final Prospectus
(exclusive of any amendment or supplement thereto subsequent to the date
hereof).

(f) (i) The Issuers shall have requested and caused BDO USA, LLP to have
furnished to the Representatives, at the Execution Time and at the Closing Date,
letters, (which may refer to letters previously delivered to one or more of the
Representatives), dated respectively as of the Execution Time and as of the
Closing Date, in form and substance reasonably satisfactory to the
Representatives, confirming that they are independent accountants within the
meaning of the Act and the Exchange Act and the respective applicable rules and
regulations adopted by the Commission thereunder and the PCAOB and confirming
certain matters with respect to the financial statements and other financial and
accounting information of the Company and its subsidiaries contained or
incorporated by reference in the Registration Statement, the Preliminary
Prospectus and the Final Prospectus; and (ii) the Issuers shall have requested
and caused J.H. Cohn LLP to have furnished to the Representatives, at the
Execution Time, a letter, dated as of the Execution Time, in form and substance
reasonably satisfactory to the Representatives, confirming that they are
independent accountants within the meaning of Rule 101 of the Code of
Professional Conduct of the American Institute of Certified Public Accountants
and its interpretations and rulings thereunder, and confirming certain matters
with respect to the financial statements and other financial and accounting
information of Stuart Weitzman and its subsidiaries contained or incorporated by
reference in the Registration Statement, the Preliminary Prospectus and the
Final Prospectus.

(g) Subsequent to the Execution Time or, if earlier, the dates as of which
information is given in the Registration Statement (exclusive of any amendment
thereof subsequent to the Execution Time), the Disclosure Package and the Final
Prospectus (exclusive of any amendment or supplement thereto subsequent to the
date hereof), there shall not have been (i) any material change or decrease
specified in the letter or letters referred to in paragraph (f) of this Section
6 or (ii) any change in the condition, financial or otherwise, earnings,
business affairs or business prospects of the Issuers and their subsidiaries
taken as a whole, except as set forth in or contemplated in the Disclosure
Package and the Final Prospectus (exclusive of any amendment or supplement
thereto subsequent to the Execution Time) the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering, sale or delivery of the Securities as
contemplated by the Registration Statement (exclusive of any amendment thereof
subsequent to the Execution Time), the Disclosure Package and the Final
Prospectus (exclusive of any amendment or supplement thereto subsequent to the
Execution Time).

(h) Subsequent to the Execution Time, there shall not have been any decrease
in the rating of any of the Issuers153 debt securities by any “nationally
recognized statistical rating organization” (as defined for purposes of Rule
436(g) under the Act) or any notice given of any intended or potential decrease
in any such rating or of a possible change in any such rating that does not
indicate the direction of the possible change.

(i) Prior to the Closing Date, the Issuers shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.

If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be
reasonably satisfactory in form and substance to the Representatives and counsel
for the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Issuers in
writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered
at the office of Cahill Gordon & Reindel llp, counsel for the Underwriters,
at 80 Pine Street, New York, New York 10005, on the Closing Date.

7. Reimbursement of Underwriters153 Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10(i)(x) hereof or because of any
refusal, inability or failure on the part of the Issuers to perform any material
agreement herein or comply with any material provision hereof other than by
reason of a default by any of the Underwriters, the Issuers will reimburse the
Underwriters severally through Citigroup Global Markets Inc. on demand for all
reasonable out-of-pocket expenses (including reasonable fees and disbursements
of counsel) that shall have been incurred by them in connection with the
proposed purchase and sale of the Securities.

8. Indemnification and Contribution. (a) The Issuers jointly and
severally agree to indemnify and hold harmless each Underwriter, its affiliates,
the directors, officers, employees and agents of each Underwriter and each
person who controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement or in any amendment thereof, or in the Base Prospectus, any
Preliminary Prospectus or any other preliminary prospectus supplement relating
to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or
the information contained in the final term sheet required to be prepared and
filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein (in the case of the
Registration Statement) or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably

incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the
Issuers will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Issuers by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Issuers may otherwise have.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold
harmless the Issuers, each of their directors, each of their officers, and each
person who controls the Issuers within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Issuers to
each Underwriter, but only with reference to written information relating to
such Underwriter furnished to the Issuers by or on behalf of such Underwriter
through the Representatives specifically for inclusion in the documents referred
to in the foregoing indemnity. This indemnity agreement will be in addition to
any liability which any Underwriter may otherwise have. The Issuers acknowledge
that the statements set forth (i) in the last paragraph of the cover page
regarding delivery of the Securities and, under the heading “Underwriting”, (ii)
the list of Underwriters and their respective participation in the sale of the
Securities, (iii) the sentences related to concessions and reallowances and (iv)
the paragraph related to stabilization, syndicate covering transactions and
penalty bids in any Preliminary Prospectus and the Final Prospectus constitute
the only information furnished in writing by or on behalf of the several
Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus
or any Issuer Free Writing Prospectus.

(c) Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party153s choice at the indemnifying party153s expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel
shall be reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party153s election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the

indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. It is understood and agreed that the
indemnifying party shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to no more than one local counsel in any
applicable jurisdiction) for all indemnified parties, and that all such fees and
expenses shall be reimbursed as they are incurred. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding and does not include any statement as to or any finding of
fault, culpability or failure to act by or on behalf of any indemnified party.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent (which consent shall not be unreasonably
withheld or delayed), but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify each
indemnified party from and against any loss or liability by reason of such
settlement or judgment.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this
Section 8 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, the Issuers and the Underwriters severally agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending the same) (collectively “Losses”) to which the Issuers and one or more
of the Underwriters may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Issuers on the one hand and by the
Underwriters on the other from the offering of the Securities; provided,
however, that in no case shall any Underwriter (except as may be provided
in any agreement among underwriters relating to the offering of the Securities)
be responsible for any amount in excess of the underwriting discount or
commission applicable to the Securities purchased by such Underwriter hereunder.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the Issuers and the Underwriters severally shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Issuers on the one hand and of the Underwriters
on the other in connection with the statements or omissions which resulted in
such Losses as well as any other relevant equitable considerations. Benefits
received by the Issuers shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and benefits
received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Issuers on the one hand or the
Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Issuers and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account

of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who controls an
Underwriter within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter shall have the same
rights to contribution as such Underwriter, and each person who controls the
Issuers within the meaning of either the Act or the Exchange Act, each officer
of the Issuers and each director of the Issuers shall have the same rights to
contribution as the Issuers, subject in each case to the applicable terms and
conditions of this paragraph (d). The Underwriters153 obligations to contribute
pursuant to this Section 8 are several in proportion to their respective
purchase obligations hereunder and not joint.

9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule II hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however,
that in the event that the aggregate principal amount of Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate principal amount of Securities set forth in Schedule
II hereto, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Securities, and if
such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter or
the Issuers. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Issuers and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by written notice given to the
Issuers prior to delivery of and payment for the Securities, if at any time
prior to such delivery and payment (i) (x) trading in the Company153s Common Stock
shall have been suspended by the Commission or the New York Stock Exchange
(which suspension is not attributable to any of clause (i)(y), (ii) or (iii) of
this Section 10) or (y) trading in securities generally on the New York Stock
Exchange shall have been suspended or limited or minimum prices shall have been
established on such exchange, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United
States of a national emergency or war, or other calamity or crisis the effect of
which on financial markets is such as to make it, in the sole judgment of the
Representatives, impractical or inadvisable to proceed with the offering, sale
or delivery of the Securities as contemplated by any Preliminary Prospectus or
the Final Prospectus (exclusive of any amendment or supplement thereto
subsequent to the date hereof).

11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Issuers or their officers and of the Underwriters set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or its affiliates or the
Issuers or any of the officers, directors, employees, agents or controlling
persons referred to in Section 8 hereof, and will survive delivery of and
payment for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.

12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax
no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global
Markets Inc., at 388 Greenwich Street, New York, New York 10013, Attention:
General Counsel, with a copy mailed, delivered or telefaxed to William J.
Miller, Esq. (fax no.: (212) 269-5420) at Cahill Gordon & Reindel llp, 80
Pine Street, New York, NY 10005; or, if sent to the Issuers, will be mailed,
delivered or telefaxed to (fax no.: (212) 790-9988) and confirmed to it at 1411
Broadway, New York, New York 10018, Attention: General Counsel, with a copy
mailed, delivered or telefaxed to William V. Fogg, Esq. (fax no.: (212)
474-3700) at Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth
Avenue, New York, NY 10019.

13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder.

14. No Fiduciary Duty. The Issuers hereby acknowledge that (a) the
purchase and sale of the Securities pursuant to this Agreement is an
arm153s-length commercial transaction between the Issuers, on the one hand, and
the Underwriters and any affiliate through which it may be acting, on the other,
(b) the Underwriters are acting as principal and not as an agent or fiduciary of
the Issuers and (c) the Issuers153 engagement of the Underwriters in connection
with the offering and the process leading up to the offering is as independent
contractors and not in any other capacity. Furthermore, the Issuers agree that
they are solely responsible for making their own judgments in connection with
the offering (irrespective of whether any of the Underwriters has advised or is
currently advising the Issuers on related or other matters). The Issuers agree
that they will not claim that the Underwriters have rendered advisory services
of any nature or respect, or owe an agency, fiduciary or similar duty to the
Issuers, in connection with such transaction or the process leading thereto.

15. Integration. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Issuers and the
Underwriters, or any of them, with respect to the subject matter hereof.

16. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

17. Waiver of Jury Trial. The Issuers hereby irrevocably waive, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

18. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

19. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

20. Miscellaneous. In accordance with the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
the Underwriters are required to obtain, verify and record information that
identifies their respective clients, including the Issuers, which information
may include the name and address of their respective clients, as well as other
information that will allow the Underwriters to properly identify their
respective clients.

21. Definitions. The terms that follow, when used in this Agreement,
shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended and
the rules and regulations of the Commission promulgated thereunder.

“Base Prospectus” shall mean the base prospectus referred to
in paragraph 1(a) above contained in the Registration Statement at the Effective
Date.

“Business Day” shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

“Commission” shall mean the Securities and Exchange
Commission.

“Disclosure Package” shall mean (i) the Base Prospectus,
(ii) the Preliminary Prospectus used most recently prior to the Execution Time,
(iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III
hereto, (iv) the final term sheet prepared and filed pursuant to Section 5(b)
hereto, if any, and (v) any other Free Writing Prospectus that the parties
hereto shall hereafter expressly agree in writing to treat as part of the
Disclosure Package.

“Effective Date” shall mean each date and time that the
Registration Statement and any post-effective amendment or amendments thereto
became or becomes effective.

“Exchange Act” shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.

“Execution Time” shall mean 4:15 p.m. on March 2, 2011.

“Final Prospectus” shall mean the prospectus supplement
relating to the Securities that was first filed pursuant to Rule 424(b) after
the Execution Time, together with the Base Prospectus.

“FINRA” shall mean the Financial Industry Regulatory
Authority.

“Free Writing Prospectus” shall mean a free writing
prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus” shall mean an issuer free
writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminary
prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above
which is used prior to the filing of the Final Prospectus, together with the
Base Prospectus.

“Registration Statement” shall mean the registration
statement referred to in paragraph 1(a) above, including exhibits and financial
statements and any prospectus supplement relating to the Securities that is
filed with the Commission pursuant to Rule 424(b) and deemed part of such
registration statement pursuant to Rule 430B, as amended on each Effective Date
and, in the event any post-effective amendment thereto becomes effective prior
to the Closing Date, shall also mean such registration statement as so amended.

“Rule 158“, “Rule 163“, “Rule
164“, “Rule 172“, “Rule 405“,
“Rule 415“, “Rule 424“, “Rule
430B” and “Rule 433” refer to such rules under the
Act.

“Significant Subsidiary” shall have the meaning assigned to
such term in Rule 1-02 of Regulation S-X.

“Trust Indenture Act” shall mean the Trust Indenture Act of
1939, as amended and the rules and regulations of the Commission promulgated
thereunder.

“Well-Known Seasoned Issuer” shall mean a well-known
seasoned issuer, as defined in Rule 405.

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Issuers
and the several Underwriters.


Very truly yours, THE JONES GROUP INC.
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer and Senior Vice President, Corporation Taxation and Risk Management

JONES APPAREL GROUP HOLDINGS, INC.
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer

JONES APPAREL GROUP USA, INC.
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer

JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Vice President and Treasurer

The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.


CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES LLC
By:	Citigroup Global Markets Inc.


By:	/s/ David Leland
	Name:	David Leland
	Title:	Director


By:	J.P. Morgan Securities LLC


By:	/s/ Cornelius J. Droogan
	Name:	Cornelius J. Droogan
	Title:	Managing Director

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

ANNEX A


Entity		Jurisdiction
JAG Footwear, Accessories and Retail Corporation		New Jersey
Jones Apparel Group Canada ULC		Canada
Jones Apparel Group Canada, LP		Canada
Jones Apparel Group Holdings, Inc.		Delaware
Jones Apparel Group USA, Inc.		Delaware
Jones Holding Inc.		Delaware
Jones Investment Co. Inc.		Delaware
Jones Jeanswear Group, Inc.		New York
Jones Jewelry Group, Inc.		Rhode Island
Nine West Development Corporation		Delaware

SCHEDULE I

Underwriting Agreement dated March 2, 2011

Registration Statement No. 333-166566

Representatives: Citigroup Global Markets Inc. and J.P. Morgan Securities LLC

Title, Purchase Price and Description of Securities:



Title:		6.875% Senior Notes due 2019
Principal amount:		$300,000,000
Purchase price (include accrued interest or amortization, if any):		$294,000,000
Sinking fund provisions:		None
Redemption provisions:		As set forth in the Disclosure Package
Other provisions:		As set forth in the Disclosure Package

Closing Date, Time and Location: March 7, 2011 at 10:00 a.m. at Cahill Gordon
& Reindel llp, 80 Pine Street, New York, New York 10005

Type of Offering: Non-delayed

Date referred to in Section 5(i) after which the Issuers may offer or sell
debt securities issued or guaranteed by the Issuers without the consent of the
Representative(s): April 18, 2011

Modification of items to be covered by the letters from BDO USA, LLP and J.H.
Cohn LLP delivered pursuant to Section 6(f) at the Execution Time: None

SCHEDULE II


	Principal Amount
	of Securities to
Underwriters	be Purchased

Citigroup Global Markets Inc.	$	120,000,000
J.P. Morgan Securities LLC		99,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		24,000,000
SunTrust Robinson Humphrey, Inc.		24,000,000
Wells Fargo Securities, LLC		24,000,000
Goldman, Sachs & Co.		9,000,000

Total	$	300,000,000

SCHEDULE III

ISSUER FREE WRITING PROSPECTUS
(RELATING TO PRELIMINARY PROSPECTUS SUPPLEMENT
DATED MARCH 2, 2011)
FILED PURSUANT TO RULE 433
REGISTRATION NUMBER 333-166566

THE JONES GROUP INC.
JONES APPAREL GROUP HOLDINGS, INC.
JONES APPAREL GROUP USA, INC.
JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION

$300,000,000 6.875% Senior Notes due 2019

Final Pricing Term Sheet

March 2, 2011

This Final Pricing Term Sheet is qualified in its entirety by reference to
the Preliminary Prospectus Supplement. The information in this Final Pricing
Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the
information in the Preliminary Prospectus Supplement to the extent inconsistent
with the information in the Preliminary Prospectus Supplement.



Issuers:		The Jones Group Inc.; Jones Apparel Group Holdings, Inc.; Jones Apparel Group USA, Inc.; JAG Footwear, Accessories and Retail Corporation

Securities:		6.875% Senior Notes due 2019 (“Notes”)

Amount:		$300,000,000

Coupon (Interest Rate):		6.875%

Yield:		6.875%

Spread to Benchmark Treasury:		380 bps

Benchmark Treasury:		2.750% due February, 2019

Scheduled Maturity Date:		March 15, 2019

Public Offering Price:		100.00% plus accrued interest, if any, from March 7, 2011

Gross Proceeds:		$300,000,000

Underwriting Discount:		2.00% of gross proceeds

Net Proceeds to Issuer before Estimated Expenses:		$294,000,000

Net Proceeds to Issuer after Estimated Expenses:		$293,177,500

Payment Dates:		March 15 and September 15 of each year, commencing on September 15, 2011

Record Dates:		March 1 and September 1 of each year



Redemption		The Notes will be redeemable in whole at any time or in part from time to time, at the Issuers153 option, at a redemption price equal to the greater of:

		(1) 100% of the principal amount of the Notes then outstanding to be redeemed; or

		(2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the date of redemption at the applicable treasury rate, plus 50 basis points.

Change of Control Triggering Event:		Upon the occurrence of a change of control triggering event (defined as a rating of lower than investment grade during a change of control trigger period), each holder of Notes will have the right to require the Issuers to purchase all or a portion of such holder153s Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

CUSIP:		48020U AA6

ISIN:		US48020UAA60

Distribution:		SEC Registered (Registration No. 333-166566)

Listing:		None

Trade Date:		March 2, 2011

Settlement Date:		March 7, 2011 (T+3)


Underwriting		Principal Amount
	Underwriter	of Notes
	Citigroup Global Markets Inc.	$	120,000,000
	J.P. Morgan Securities Inc.		99,000,000
	Merrill Lynch, Pierce, Fenner & Smith Incorporated		24,000,000
	SunTrust Robinson Humphrey, Inc.		24,000,000
	Wells Fargo Securities, LLC		24,000,000
	Goldman, Sachs & Co.		9,000,000

	Total	$	300,000,000



		Notes sold by the underwriters to the public will initially be offered at the initial public offering price set forth above. Any notes sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of up to 0.375% of the principal amount of the notes. Any such securities dealers may resell any notes purchased from the underwriters to certain other brokers or dealers at a discount from the initial public offering price of up to 0.25% of the principal amount of the notes. If all the notes are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms

The Issuers have filed a registration statement (including a
prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement
and other documents the Issuers have filed with the SEC for more

-2-

complete information about the Issuers and this offering. You may get
these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, copies may be obtained from Citigroup Global Markets Inc. at the
following address: Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn,
New York 11220 or by calling toll-free at: 800-831-9146.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR
OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

-3-

Exhibit A-1

Opinion of Cravath, Swaine & Moore LLP

[l], 2011

The Jones Group Inc.
Jones Apparel Group Holdings, Inc.
Jones Apparel Group USA, Inc.
JAG Footwear, Accessories and Retail Corporation

$300,000,000
Principal Amount of
6.875% Senior Notes due 2019

Ladies and Gentlemen:

We have acted as counsel for The Jones Group Inc., a Pennsylvania corporation
(“the Jones Group”) and its subsidiaries Jones Apparel Group Holdings, Inc., a
Delaware corporation (“Jones Holdings”), Jones Apparel Group USA, Inc., a
Delaware corporation (“Jones USA” and, together with Jones Holdings, the
“Delaware Issuers”), and JAG Footwear, Accessories and Retail Corporation, a New
Jersey corporation (“JAG Footwear” and, together with the Jones Group and the
Delaware Issuers, the “Issuers”), in connection with the purchase by the several
Underwriters (the “Underwriters”) listed on Schedule II to the Underwriting
Agreement dated March 2, 2011 (the “Underwriting Agreement”), among Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the
Underwriters, and the Issuers, of $300,000,000 principal amount of the Issuers153
6.875% Senior Notes due 2019 (the “Notes”) to be issued pursuant to an indenture
dated [l], 2011 (the “Indenture”), among the Issuers and U.S. Bank National
Association, as trustee.

In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion, including: (a) the Certificate of Incorporation of
each Delaware Issuer, as amended;

(b) the By-laws of each Delaware Issuer; (c) resolutions adopted by the Board
of Directors of each Delaware Issuer on May 6, 2010; (d) the Registration
Statement on Form S-3 (Registration No. 333-166566), filed with the Securities
and Exchange Commission (the “Commission”) on May 6, 2010 (the “Registration
Statement”) for registration under the Securities Act of 1933 (the “Securities
Act”), of an indeterminate amount of debt securities to be issued from time to
time by the Issuers; (e) the related prospectus dated May 6, 2010 (together with
the documents incorporated therein by reference, the “Basic Prospectus”); (f)
the resolutions adopted by the Board of Directors of each Delaware Issuer on
[l], 2011; (g) the Prospectus Supplement dated [l], 2011, filed with the
Commission pursuant to Rule 424(b) of the General Rules and Regulations under
the Securities Act (together with the Basic Prospectus, the “Prospectus”); (h)
the documents and other information described in Annex A to this letter
(together, the “Specified Disclosure Package”); (i) the Underwriting Agreement;
(j) the Indenture and the form of the Note; and (k) the agreements specified on
Schedule I hereto (collectively, the “Specified Agreements”). We have relied
upon advice from the Commission that the Registration Statement initially became
effective on May 6, 2010. We have also relied, with respect to certain factual
matters, on the representations and warranties of the Issuers and the
Underwriters contained in the Underwriting Agreement, and have assumed
compliance by each such party with the terms of the Underwriting Agreement. In
particular, we have relied upon each of the Issuers153 representations that it has
not been notified pursuant to Rule 401(g) of the Securities Act of any objection
by the Commission to the use of the form on which the Registration Statement was
filed.

Our identification of information as part of the Specified Disclosure Package
has been at your request and with your approval. Such identification is for the
limited purpose of making the statements set forth in this opinion regarding the
Specified Disclosure Package and is not the expression of a view by us as to
whether any such information has been or should have been conveyed to investors
generally or to any particular investors at any particular time or in any
particular manner.

Based on the foregoing and subject to the qualifications set forth herein, we
are of opinion as follows:

1. Based solely on a certificate from the Secretary of State of the State of
Delaware, each Delaware Issuer is a corporation validly existing and in good
standing under the laws of the State of Delaware, with all necessary corporate
power and authority to own, lease and operate its properties and conduct its
businesses as described in the Prospectus.

2. The Notes conform in all material respects to the description thereof
contained in the Prospectus and the Specified Disclosure Package.

3. The Indenture has been duly qualified under the Trust Indenture Act of
1939.

4. The Indenture has been duly authorized, executed and delivered by each
Delaware Issuer. Assuming that the Indenture has been duly authorized, executed
and

delivered by the Issuers (other than the Delaware Issuers), the Indenture
constitutes a legal, valid and binding obligation of each of the Issuers
enforceable against each of the Issuers in accordance with its terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors153 rights generally from time
to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law).

5. The Notes have been duly authorized by each Delaware Issuer. Assuming that
the Notes have been duly authorized by the Issuers (other than the Delaware
Issuers), when executed and authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the Underwriters pursuant to the
Underwriting Agreement, the Notes will constitute legal, valid and binding
obligations of each of the Issuers, entitled to the benefits of the Indenture
and enforceable against the Issuers in accordance with their terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors153 rights generally from time
to time in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether considered in a proceeding in equity or at law).

6. The Underwriting Agreement has been duly authorized, executed and
delivered by each Delaware Issuer.

7. No authorization, approval or other action by, and no notice to, consent
of, order of, or filing with, any United States Federal, New York State or, to
the extent required under the General Corporation Law of the State of Delaware,
Delaware governmental authority is required to be made or obtained by any Issuer
for the consummation of the transactions contemplated by the Underwriting
Agreement, other than (a) those that have been obtained or made under the
Securities Act or the Trust Indenture Act of 1939, (b) those that may be
required under the Securities Act in connection with the use of a “free writing
prospectus” and (c) those that may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the Notes by
the Underwriters.

8. The issue and sale by the Issuers of the Notes, the consummation of the
other transactions contemplated by the Underwriting Agreement and the
performance by each Issuer of its obligations under the Underwriting Agreement
(a) do not violate the Certificate of Incorporation or By-laws of any Delaware
Issuer, (b) do not result in a breach of or constitute a default under the
express terms and conditions of any Specified Agreement and (c) will not violate
any law, rule or regulation of the United States of America, the State of New
York or the General Corporation Law of the State of Delaware. Our opinion in
clause (b) of the preceding sentence relating to the Specified Agreements does
not extend to compliance with any financial ratio or any limitation in any
contractual restriction expressed as a dollar amount (or an amount expressed in
another currency).

9. The statements made in the Prospectus and the Specified Disclosure Package
under the caption “Material United States Federal Income Tax Considerations”,
insofar as they purport to describe the material tax consequences of an
investment in the Notes, fairly summarize the matters therein described.

10. The Registration Statement became effective under the Securities Act on
May 6, 2010, and, assuming prior payment by the Issuers of the pay-as-you-go
registration fee for the offering of the Notes, upon filing of the Prospectus
with the Commission the offering of the Notes as contemplated by the Prospectus
became registered under the Securities Act; to our knowledge, no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act.

11. Based solely on the certificate dated the date hereof, from an officer of
each Issuer, attached as Exhibit A hereto, no Issuer is required to register as
an “investment company” as such term is defined in the Investment Company Act of
1940, as amended.

The foregoing opinions are qualified as follows:

(a) We express no opinion herein as to any provision of the Indenture or the
Notes that (i) relates to the subject matter jurisdiction of any Federal court
of the United States of America, or any Federal appellate court, to adjudicate
any controversy related to the Indenture or the Notes, (ii) contains a waiver of
an inconvenient forum or (iii) relates to the waiver of rights to jury trial. We
also express no opinion as to (x) whether a state court outside the State of New
York or a Federal court of the United States would give effect to the choice of
New York law provided for in the Indenture or the Notes or (y) the effect of any
provision in the certificate of incorporation of Jones Holdings of the type
permitted by Section 102(b)(2) of the General Corporation Law of the State of
Delaware.

(b) We understand that you are satisfying yourselves as to the status under
Section 548 of the Bankruptcy Code and applicable state fraudulent conveyance
laws of the obligations of the Issuers under the Indenture and the Notes, and we
express no opinion thereon.

(c) We express no opinion with respect to the enforcement of any provision of
any agreement providing for indemnification or contribution to the extent
contrary or inconsistent with public policy.

(d) We express no opinion with respect to compliance with, or the application
or effect of, Federal or state securities laws, except to the extent set forth
in paragraphs 3, 7, 8, and 10 above.

We are admitted to practice in the State of New York, and we express no
opinion as to matters governed by any laws other than the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
laws of the United States of America. In particular, we express no opinion as to
any matter governed by the laws of the State of New Jersey or the Commonwealth
of Pennsylvania.

In rendering this opinion, we have assumed, without independent
investigation, the correctness of, and take no responsibility for, the opinions
dated [l], 2011, of (i) Drinker Biddle & Reath LLP, a copy of which has been
delivered to you pursuant to paragraph (c) of Section 6 of the Underwriting
Agreement, as to all matters of law covered therein relating to the laws of the
State of New Jersey and (ii) Schnader, Harrison, Segal & Lewis LLP, a copy
of which has been delivered to you pursuant to paragraph (c) of Section 6 of the
Underwriting Agreement, as to all matters of law covered therein relating to the
laws of the Commonwealth of Pennsylvania.

We are furnishing this opinion to you, as representatives of the several
Underwriters, solely for your benefit and the benefit of the several
Underwriters. This opinion may not be relied upon by any other person (including
by any person that acquires the Notes from the several Underwriters) or for any
other purpose. It may not be used, circulated, quoted or otherwise referred to
for any other purpose.

Very truly yours,

The several Underwriters listed on
Schedule II to the Underwriting
Agreement, among the Issuers and
Citigroup Global Markets Inc. and
J.P. Morgan Securities LLC, as representatives
for the several Underwriters

In care of

Citigroup Global Markets Inc.

	388		Greenwich Street
					New York, New York 10013

Annex A

Specified Disclosure Package

Capitalized terms used in this Annex A have the meanings given to them in the
letter to which this Annex A is attached.

1.		Preliminary Prospectus Supplement dated March 2, 2011 (including the Basic Prospectus therein)

2.		Final Term Sheet dated March 2, 2011

SCHEDULE I

Specified Agreements

1.		Indenture, dated as of November 22, 2004, by and among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, and U.S. Bank National Association, as Trustee.

2.		First Supplemental Indenture, dated as of December 31, 2006, by and among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, and U.S. Bank National Association, as Trustee.

3.		Second Supplemental Indenture, dated as of April 15, 2009, by and among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, and U.S. Bank National Association, as Trustee.

4.		Credit Agreement, dated as of May 13, 2009, among Jones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, Jones Investment Co. Inc., Jones Jeanswear Group, Inc., Nine West Development Corporation, Jones Jewelry Group, Inc., Jones Apparel Group Canada, LP, the lending institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by Amendment No. 1 and Consent to Credit Agreement, dated as of May 5, 2010, as further amended by Amendment No. 2, dated as of June 29, 2010.

5.		Security Agreement dated as of May 13, 2009, among Jones Apparel Group, Inc. (now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, Jones Investment Co. Inc., Jones Jeanswear Group, Inc., Nine West Development Corporation, Jones Jewelry Group, Inc., Apparel Testing Services, Inc., Jones Distribution Corporation, Jones Management Service Company, Jones Holding Inc., Jones Apparel Group Canada, LP and JPMorgan Chase Bank, N.A., as administrative agent.

EXHIBIT A

OFFICER153S CERTIFICATE
INVESTMENT COMPANY ACT OF 1940

The undersigned hereby certifies as follows:

I am the duly elected officer, holding the office specified below my
signature of each of The Jones Group Inc., Jones Apparel Group Holdings, Inc.,
Jones Apparel Group USA, Inc., and JAG Footwear, Accessories and Retail
Corporation (collectively, the “Company“), and am authorized to execute
and deliver this Officer153s Certificate on behalf of the Company.

I am executing this Certificate knowing that it will be relied upon by
Cravath, Swaine & Moore LLP in connection with its legal opinions to be
delivered on the date hereof in connection with the Underwriting Agreement dated
March 2, 2011.

(a) The Company:

is not and does not hold itself out as being engaged primarily, and does not
propose to engage primarily, in the business of investing, reinvesting or
trading in Securities (as such term is defined in clause (b) of this paragraph
3);

is not and does not propose to engage in the business of issuing Face-Amount
Certificates of the Installment Type (as such term is defined in clause (b) of
this paragraph 3), and has not been engaged in such business or have any such
certificate outstanding; and

(iii) is not engaged and does not propose to engage in the business of
investing, reinvesting, owning, holding or trading in Securities, and does not
own or propose to acquire Investment Securities (as such term is defined in
clause (b) of this paragraph 3) having a value exceeding 40% of the value of its
total assets, exclusive of Government Securities (as such term is defined in
clause (b) of this paragraph 3) and cash items, on an unconsolidated basis.

For purposes of clause (a), the following terms have the following meanings:

“Face-Amount Certificate of the Installment Type” means any
certificate, investment contract, or other Security which represents an
obligation on the part of its issuer to pay a stated or determinable sum or sums
at a fixed or determinable date or dates more than twenty-four months after the
date of issuance, in consideration of the payment of periodic installments of a
stated or determinable amount.

“Government Security” means any Security issued or guaranteed as to
principal or interest by the United States, or by a person controlled or
supervised by and acting as an instrumentality of the Government of the United
States pursuant to authority granted by the Congress of the United States; or
any certificate of deposit for any of the foregoing.

“Investment Securities” includes all Securities except (A) Government
Securities, (B) Securities issued by employees153 securities companies, and (C)
Securities

issued by majority-owned subsidiaries of the Company which are not themselves
investment companies. In considering whether a majority-owned subsidiary is not
an investment company for this purpose, it is understood that (i) the exemption
under Rule 3(c)(1) of the Investment Company Act of 1940, as amended (the
“ICA”), may not be relied upon (such exemption could be available to a
company whose outstanding securities (other than short-term paper) are
beneficially owned by less than 100 persons and which is not making and does not
presently propose to make a public offering of its securities) and (ii) the
exemption under Rule 3(c)(7) of the ICA may not be relied upon (such exemption
could be available to a company (a) whose outstanding securities are owned
exclusively by “qualified purchasers” (i.e., a natural person, trust or
company that, in addition to other qualifications, owns at least $5 million in
investments) or, subject to certain conditions, whose outstanding securities are
beneficially owned by both qualified purchasers and not more than 100 people who
are not qualified purchasers and (b) which is not making and does not propose to
make a public offering of its securities).

“Securities” means any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call,
straddle, option or privilege on any security (including a certificate of
deposit) or on any group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign currency, or,
in general, any interest or instrument commonly known as a “security,” or any
certificate of interest or participation in, temporary or interim certificate
for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has signed this Officer153s Certificate as
of the [l] day of [l], 2011.


	THE JONES GROUP INC., JONES APPAREL GROUP HOLDINGS, INC., JONES APPAREL GROUP USA, INC., JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION
	By
		Name:
		Title:

EXHIBIT A-2
Opinion of Schnader, Harrison, Segal & Lewis LLP

_________ ___, 2011

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
As Representatives of the several Underwriters
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Re:

Purchase of $300,000,000 6.875% Senior Notes Due 2019 of The Jones Group
Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and JAG
Footwear, Accessories and Retail Corporation

Dear Ladies and Gentlemen:

As special Pennsylvania counsel to The Jones Group Inc., a Pennsylvania
corporation (the “Company”), we have been requested to render this opinion
pursuant to Section 6(c)(i) of the Underwriting Agreement dated March 2, 2011
(the “Underwriting Agreement”) whereby you have agreed to act as representatives
of the several underwriters named in Schedule II thereto (“Underwriters”) in
connection with a transaction (the”Transaction”) whereby the Company, Jones
Apparel Group Holdings, Inc., a Delaware corporation, Jones Apparel Group USA,
Inc., a Delaware corporation, and JAG Footwear, Accessories and Retail
Corporation, a New Jersey corporation (collectively, the “Issuers”), as joint
and several obligors, propose to sell to the Underwriters, $300,000,000
principal amount at maturity of their 6.875% Senior Notes Due 2019 (the
“Securities”). The Securities are to be issued under an indenture (the
“Indenture”), dated as of _____________, 2011, among the Issuers and U.S. Bank
National Association, as trustee (the “Trustee”). The Underwriting Agreement,
the Indenture and the Securities are collectively referred to herein as the
“Transaction Documents.” All initially capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Underwriting Agreement
unless the context clearly requires to the contrary.

A Registration Statement on Form S-3 (File No. 333-166566) relating to the
offer and sale from time to time of securities of the Issuers was filed with the
Commission and, as thereafter amended, became effective under the Act on May 6,
2010. Such Registration Statement, as amended at the time it became effective
and including the documents incorporated therein by reference, is hereinafter
referred to as the “Registration Statement.” The Issuers153 prospectus dated May
6, 2010 included in the Registration Statement, including the documents
incorporated therein by reference, is hereinafter referred to as the “Base
Prospectus.” The Base Prospectus, as amended or supplemented by the preliminary
prospectus supplement relating to the Securities in the form first filed with
the Commission pursuant to the Act, is hereinafter referred to as the
“Preliminary Prospectus” and such Preliminary Prospectus, as amended or
supplemented immediately prior to the Execution Time, together with any Free
Writing

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
_________ ___, 2011
Page 2

Prospectus, taken as a whole, is hereinafter referred to as the “Disclosure
Package.” The Base Prospectus, as supplemented by the prospectus supplement
dated [ ], 2011 (the “Prospectus Supplement”), relating to the Securities in the
form first filed with the Commission pursuant to Rule 424(b) under the Act on [
], 2011 is hereinafter referred to as the “Final Prospectus.”

For purposes of this opinion we have examined the Registration Statement; the
Transaction Documents; the Disclosure Package; the Final Prospectus; the
Certificate of Ira Dansky, General Counsel to the Issuers, dated as of the date
hereof and attached hereto as Exhibit “A”; the Subsistence Certificate dated
_________ ___, 2011 issued by the Secretary of the Commonwealth of Pennsylvania
with respect to the Company (the “Subsistence Certificate”); and such other
documents as we deem necessary for the purpose of rendering this opinion. As to
certain matters of fact material to this opinion, we have relied upon and
assume, without independent investigation, the accuracy and completeness of
originals or conformed copies of corporate records, agreements and instruments
of the Company submitted to us, certificates of public officials and of officers
of the Company and the representations and warranties of the Company contained
in each of the Transaction Documents. In all such examinations, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to originals of all documents submitted to
us as certified, facsimiled or reproduced copies.

We have also assumed (i) that each of the parties, other than the Issuers, to
the Transaction Documents, has duly executed and delivered the same, with all
necessary power and authority (corporate and otherwise, including, without
limitation, due authorization by all necessary corporate or other action on the
part of such party and, as to persons acting on behalf of parties other than the
Issuers, including agents and fiduciaries, due authorization for such action),
(ii) that each such party, other than the Issuers, has complied with all laws,
regulations, court orders and agreements applicable to it that affect the
Transaction contemplated by the Transaction Documents and (iii) that the
Transaction Documents are valid as to and binding upon and enforceable in
accordance with their respective terms against all parties thereto, other than
the Issuers.

We have not made any investigation as to any matter governed by Federal or
state securities laws and we express no opinion as to the applicability of any
such laws to the Transaction.

As special Pennsylvania counsel to the Company, we are not necessarily
familiar with all of the Company153s affairs or all aspects of the Transaction. As
a further basis for this opinion, we have made such inquiry of the Company as we
have deemed necessary or appropriate for the purpose of rendering this opinion.

Whenever a statement herein is qualified by the phrase “to our knowledge”, or
similar phrases, it is intended to indicate that, during the course of our
representation of the Company no information that would give us current actual
knowledge of the inaccuracy of such statement has

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
_________ ___, 2011
Page 3

come to the attention of those attorneys presently in this firm involved in
our current representation of the Company. We have not, however, undertaken any
independent investigation or review to determine the accuracy of any such
statement. No inference as to our knowledge of any matters bearing on the
accuracy of any such statement should be drawn from the fact of our
representation of the Company.

Based on the foregoing, we are of the opinion that:

1. The Company (i) is a corporation organized and validly subsisting under
the laws of the Commonwealth of Pennsylvania and (ii) has the requisite
corporate power and authority to own and hold under lease its property and to
conduct its business as currently conducted by the Company.

2. The Company has full corporate power and authority to execute and deliver
each of the Transaction Documents to which it is a party and to perform its
obligations thereunder; and all corporate action required to be taken for the
due authorization, execution and delivery by the Company of each of the
Transaction Documents to which it is a party and the consummation of the
Transactions contemplated thereby have been duly and validly taken.

3. The execution, delivery and performance by the Company of each of the
Transaction Documents to which it is a party, the issuance, authentication, sale
and delivery of the Securities and compliance by the Company with the terms of
the Transaction Documents and the consummation of the Transaction contemplated
by the Transaction Documents will not result in any violation of any
Pennsylvania statute or any published judgment, order or decree issued by a
Pennsylvania court binding on the Company of which we have knowledge, any
published rule or regulation of any Pennsylvania governmental agency or body
having jurisdiction over the Company or any of its respective properties or
assets, and no consent, approval, authorization or order of, or filings or
registration with, any such court or governmental agency or body under any such
statute, judgment, order, decree, rule or regulation is required for the
execution, delivery and performance by the Company of each of the Transaction
Documents to which it is a party, the issuance, authentication, sale and
delivery of the Securities and compliance by the Company with the terms of the
Transaction Documents and the consummation of the Transaction contemplated by
the Transaction Documents, except for such consents, approvals, authorizations,
filings, orders, registrations or qualifications which have been obtained or
made prior to the Closing Date.

4. To our knowledge, there are no pending or overtly threatened actions or
suits or judicial, arbitral, administrative or other proceedings within the
Commonwealth of Pennsylvania to which the Company is a party by which any
respective property or assets of the Company is subject which (i) singularly or
in the aggregate, if determined adversely to the Company, could reasonably be
expected to have a Material Adverse Effect, or (ii) questions the validity or
enforceability of any of the Transaction Documents or any action taken or to be
taken pursuant thereto.

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
_________ ___, 2011
Page 4

5. Subject to the discussion below, in any action or proceeding in
Pennsylvania arising out of, or relating to, any one or more of the Transaction
Documents, a court sitting in Pennsylvania would uphold and enforce the
provisions of the Transaction Documents requiring that the laws of the State of
New York govern the Transaction Documents in an action brought in such court
with respect thereto.

With respect to the choice of applicable law, Pennsylvania courts
consistently hold that they will honor and enforce the parties153 contractual
choice of law, if clearly set forth in a choice of law clause in a contract; so
long as the choice does not seriously impair a plaintiff153s ability to pursue a
cause of action under the contract or violate public policy, or there is no
other compelling reason not to honor the choice. Central Contracting Co. v.
C.E. Youngdahl & Co., 418 Pa. 122, 209 A.2d 810 (1965);
Instrumentation Associates, Inc. v. Madsen Electronics, Ltd., 859 F.2d 4
(3rd Cir. 1988); American Air Filter Co., Inc. v. McNichol, 527 F.2d 1297
(3rd Cir. 1975); LCI Communications. Inc. v. Wilson, 700 F.Supp. 1390
(W.D.Pa. 1988); Van Muching [sic] & Co., Inc. v. M/V Star Mindanao,
630 F.Supp. 433 (E.D.Pa. 1985).

For purposes of this opinion, we have assumed that the Transaction Documents
were negotiated and will be signed in New York and that all payments under the
Transaction Documents will be made in New York. While we have found no
Pennsylvania decision specifically on point, we believe that such factors
constitute a sufficient relation of the State of New York to the Transaction to
permit the application of New York law under Pennsylvania choice of law rules.
See Seeman v. Philadelphia Warehouse Co., 274 U.S. 403 (1927);
Aluminum Co. of America v. Essex Group, Inc., 499 F.Supp. 53 (W.D.Pa.
1980).

We have no actual knowledge of any facts or circumstances by which the choice
of New York law would seriously impair a plaintiff153s ability to pursue a cause
of action under the Transaction Documents or the Transaction to which they
relate or which would violate public policy, and we are similarly not aware of
any compelling reason not to honor the choice of New York law under the
Transaction Documents. We note, however, that we are special Pennsylvania
counsel only and have made no independent investigation of facts relating to the
Transaction to which the Transaction Documents relate, and there may be relevant
facts or circumstances of which we are not aware. Also, we call to your
attention that matters such as the sufficiency of a cause of action or public
policy involve subjective determinations based on the circumstances at the time
that a suit is brought or that the issue arises, and we cannot give any opinion
or assurances on future facts or circumstances or subjective judgments.

We are attorneys admitted to practice in the Commonwealth of Pennsylvania,
and we express no opinion as to the laws of any other jurisdiction.

The opinion is given as of the date hereof and is limited to the facts,
circumstances and matters set forth herein and to laws currently in effect. No
opinion may be inferred or is implied beyond matters expressly set forth herein,
and we do not undertake or assume any obligation to

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
_________ ___, 2011
Page 5

update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any change in law which may hereafter
occur.

This opinion is furnished for the benefit of only the Underwriters and U.S.
Bank National Association as Trustee in connection with the Transaction
Documents and may not be used or relied upon by any other person or entity for
any other purpose whatsoever without in each instance our prior written consent.

Sincerely,

EXHIBIT “A”

OPINION CERTIFICATE

Reference is hereby made to the Underwriting Agreement (as such term is
defined in the opinion (the “Opinion“)) of even date herewith
addressed to Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as
representatives of the several underwriters which are parties thereto, and to
which this Exhibit “A” is attached.

The undersigned, General Counsel of The Jones Group Inc. (the
“Company“), hereby acknowledges that, in connection with, and
pursuant to, the Underwriting Agreement: (i) Citigroup Global Markets Inc. and
J.P. Morgan Securities LLC, as representatives of the several underwriters named
in the Schedule II thereto, have requested that Schnader Harrison Segal &
Lewis LLP (the “Firm“), deliver the Opinion; (ii) this
Certificate is being delivered to induce the Firm to render the Opinion; and
(iii) the Firm has relied, and will rely, upon the certifications, warranties
and representations contained herein in rendering its Opinion. All initially
capitalized terms used herein and not otherwise defined herein shall have the
same meaning as ascribed to such terms in the Opinion.

NOW, THEREFORE, the undersigned hereby certifies, warrants and acknowledges,
intending to be legally bound hereby, for the benefit of the Firm, as follows:

1. The execution and delivery by the Company of the Transaction Documents,
and the performance of the Company153s obligations thereunder do not result in a
violation of, or constitute a default under any provision of the Company153s
Articles of Incorporation or Bylaws, as each has been amended and in effect on
the date hereof, or any indenture, agreement or other instrument to which the
Company is a party or by which the Company153s assets may be bound;

2. Attached hereto are true, correct and complete copies of the resolutions
of the Company approved by the Board of Directors of the Company by written
consent or duly adopted by such Board of Directors authorizing the Company153s
execution, delivery and performance of the Transaction Documents, and the
performance of the transactions contemplated thereby (collectively, the
“Resolutions“). The Resolutions are currently in full force and
effect and have not been amended, modified or revoked since the date of due
adoption thereof by the Company; and

3. Attached hereto are true, correct and complete copies of the Company153s
Articles of Incorporation and Bylaws (collectively, the “Organizational
Documents“), as each has from time to time been amended and each of
such Organizational Documents is currently in full force and effect and has not
been further amended, modified, or revoked since the date of adoption thereof by
the Company.

IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned has
executed and delivered this Certificate to Schnader Harrison Segal & Lewis
LLP, as of this ____ day of _________, 2011.


	THE JONES GROUP INC.
	By:
		Ira M. Dansky, General Counsel

EXHIBIT A-3
Opinion of Drinker, Biddle & Reath LLP

______, 2011

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

We have acted as special counsel to JAG Footwear, Accessories and Retail
Corporation, a New Jersey corporation (the “Company“), in connection with
the sale by the Company, The Jones Group Inc., a Pennsylvania corporation
(“Jones Group“), Jones Apparel Group Holdings, Inc., a Delaware
corporation (“Jones Apparel Group Holdings“), Jones Apparel Group USA,
Inc., a Delaware corporation (“Jones Apparel Group USA“, and together
with Jones Group, Jones Apparel Group Holdings and the Company, the
“Issuers“) to the Underwriters identified in Schedule II to that certain
Underwriting Agreement dated as of March 2, 2011 (the “Underwriting
Agreement“) among the Issuers, Citigroup Global Markets Inc.
(“Citigroup“) and J.P. Morgan Securities LLC (together with Citigroup,
the “Representatives“), as representatives of the Underwriters, of the
principal amount of Issuers153 securities identified in Schedule I to such
Underwriting Agreement (the “Securities“).

The Securities will be issued under an indenture dated as of [______], 2011
(the “Indenture“), among the Issuers and U.S. Bank National Association,
as trustee (the “Trustee“).

We are delivering this opinion of counsel to you at the direction of the
Company and pursuant to Section 6(c)(ii) of the Underwriting Agreement.

All capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Transaction Documents (hereafter
defined).

1. DOCUMENTS REVIEWED; SCOPE OF KNOWLEDGE

1.1. In connection with this opinion, we have examined executed copies of the
following documents (collectively, the “Transaction Documents“):

	(a)		the Underwriting Agreement;

	(b)		the Indenture; and

	(c)		the Securities.

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
[______], 2011
Page 2

1.2. We have also examined:

(a) a copy of a Certificate of Good Standing for the Company issued by the
Department of Treasury of the State of New Jersey and dated [______], 2011 (the
“Good Standing Certificate“);

(b) a copy of the Company153s Certificate of Incorporation certified on
[______], 2011 by the Department of Treasury of the State of New Jersey (the
“Certificate of Incorporation“);

(d) a copy of the Resolution adopted by the Company153s Board of Directors on
[______], 2011 (the “Resolutions“);

(e) the General Certificate of the Company which is attached to this opinion
and upon which we have relied as to questions of material fact related to our
opinion, including without limitation the Certificate of Incorporation, Bylaws
and Resolutions (the “General Certificate“); and

(f) such other documents or certificates of public officials and officers of
the Company as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.

1.3. Statements made in the opinions set forth herein “to our knowledge” or
with respect to matters “known to us” are based solely on information actually
known to those lawyers currently practicing with this firm and engaged in the
representation of the Company in connection with the Securities, and, signifies
that after due inquiry, no facts have come to our attention that would give us
actual knowledge or actual notice that any such opinions or other matters are
not accurate. “Due inquiry” as used herein means, a review of the documents
listed in Sections 1.1 and 1.2 of this opinion.

2. ASSUMPTIONS

2.1. For purposes of this opinion, we have, with your permission, assumed
without independent investigation that:

(a) all Transaction Documents submitted to us as originals are authentic and
all documents, certificates and instruments submitted to us as copies conform to
the originals of such documents, certificates and instruments;

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
[______], 2011
Page 3

(b) the Transaction Documents will be duly authorized, executed and delivered
by each of the parties thereto other than the Company, and the execution,
delivery and performance of the obligations thereunder will not violate or
contravene the articles of incorporation, bylaws, operating agreements, other
governance documents or laws governing any such other party or agreements or
restrictions to which any of them, other than the Company, is party or by which
such other party is bound;

(c) the Transaction Documents constitute the valid and binding obligation of
each of the parties thereto other than the Company, enforceable against each
such party in accordance with their terms;

(d) the persons, other than representatives of the Company, who will execute,
acknowledge and deliver the Transaction Documents on behalf of each of the
parties thereto, including, without limitation, the Underwriters, the
Representatives and the Trustee will be duly authorized to do so by each such
party;

(e) all parties to the Transaction Documents, other than the Company, have
the legal power and authority to enter into the transactions contemplated by the
Transaction Documents;

(f) the representations made by the Company in the Transaction Documents and
the General Certificate are true and correct;

(g) the Company will receive consideration;

(h) all natural persons who will be signing the Transaction Documents have
the requisite legal capacity to do so, and all signatures of all parties, other
than the Company153s signatures, on all Transaction Documents will be genuine;

(i) each of the parties, other than the Company, is duly organized, validly
existing and in good standing under the laws that govern its formation, is duly
authorized and qualified to transact business and has the right, power and legal
and corporate authority to enter into and perform all of its obligations under
the Transaction Documents to which it is a party;

(j) all parties to the Transaction Documents, other than the Company, are
qualified and/or licensed to the extent required by applicable law; and

(k) there has been no change in the good standing of the Company since the
date of the Good Standing Certificate.

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
[______], 2011
Page 4

3. OPINIONS

3.1. Based upon the foregoing, we are of the opinion that:

(a) Based solely on the Good Standing Certificate, the Company is a
corporation organized, existing, validly registered and in good standing under
the laws of the State of New Jersey.

(b) The Company has the requisite corporate power and authority to execute,
deliver and perform all of its undertakings under the Transaction Documents and,
to our knowledge, to conduct its business as currently conducted.

(c) The execution, delivery and performance by the Company of the Transaction
Documents to which it is a party and the consummation of the transactions
contemplated thereby have been duly authorized by all necessary corporate action
on the part of the Company.

(d) The execution, delivery and performance of the Company153s obligations
under the Transaction Documents do not contravene (i) the Bylaws, (ii) any
existing provision of law or any rule or regulation of the State of New Jersey
known to us and applicable to the Company, or (iii) any judgment, writ,
injunction, decree, order or ruling known to us of any court or governmental
authority binding on the Company.

(e) To our knowledge, no approval, consent, order or authorization of, or
designation, registration, declaration or filing with, any New Jersey
governmental or public body or authority is required in connection with the
valid execution, delivery and performance by the Company of the Transaction
Documents, except for such approvals, consents, orders, authorizations,
designations, registrations, declarations or filings which (i) have been
obtained or made prior to the Closing Date or (ii) may be required to be
obtained or made under applicable state securities laws.

(f) To our knowledge, there is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any New Jersey court,
regulatory agency, public board or body pending or threatened against the
Company wherein an unfavorable ruling or finding (a) would question the validity
or enforceability of the Transaction Documents, or (b) would have a Material
Adverse Effect with respect to the Company.

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
[______], 2011
Page 5

4. EXCEPTIONS AND QUALIFICATIONS

4.1. All of the opinions set forth above are subject to the following
exceptions and qualifications:

(a) As to any matters of fact material to the opinions expressed herein, we
have relied upon the truth, accuracy and completeness of the representations and
warranties of the Company set forth in the Transaction Documents and the General
Certificate attached hereto as Exhibit A. Except as otherwise expressly
indicated herein, we have not undertaken any independent investigation of
factual matters.

(b) Requirements in the Transaction Documents specifying that provisions
therein may only be waived in writing may be unenforceable if an oral agreement
modifying such provisions has been made or an implied agreement by trade
practice or course of conduct has been created modifying any provision of the
Transaction Documents.

(c) The validity, binding effect and enforceability of the Transaction
Documents are subject to applicable bankruptcy, insolvency, reorganization,
moratorium, receivership, fraudulent conveyance and similar laws affecting the
enforcement of creditors153 rights generally.

(d) Our opinions relating to the enforceability of the Transaction Documents
and the availability of injunctive relief are subject to the effect of general
principles of equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in
a proceeding in equity or at law).

(e) Our opinions relating to the enforceability of the Transaction Documents
are subject to the effect of applicable law that may limit the enforceability or
render ineffective certain of the provisions of the Transaction Documents,
including, without limitation, provisions with respect to particular remedies
such as self-help remedies and appointment of a receiver, provisions allowing
post-judgment interest in excess of that permitted on judgments in the State of
New Jersey, provisions containing waivers, such as waivers of commercial
reasonableness or provisions limiting or absolving the Underwriter, the
Representatives or the Trustee of liability, choice of law provisions,
provisions establishing evidentiary standards or governing law provisions and
provisions granting unlimited power of attorney to act on behalf of another
party.

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
[______], 2011
Page 6

(f) Except as limited by paragraph 3.1(e), our opinions are limited to (a)
authorizations, approvals, actions, notices and filings by or in respect of
governmental authorities pursuant to the requirements of, and (b) violations of,
and the creation and imposition of liens under, any laws of the State of New
Jersey or federal laws, if applicable, which in our experience are normally
applicable to transactions of the type provided for in the Transaction
Documents.

(g) Other than as specifically set forth herein, we have not reviewed and
give no opinion as to any documents other than the Transaction Documents.

4.2. Our opinions set forth above are subject to the further qualifications
that we express no opinion as to:

(a) the effect of the law of any jurisdiction other than the State of New
Jersey on any aspect of this transaction, including without limitation,
enforceability, qualification to do business, and usury;

(b) the enforceability of any provisions in the Transaction Documents
imposing any penalties or forfeitures, prepayment compensation, payment of
attorney fees, late payment charges, or an increase in interest rate upon the
occurrence of a default or an event or default;

(c) the enforceability of provisions contained in the Transaction Documents
which purport to constitute or provide for the waiver and release of any rights,
claims, defenses, set-offs, counterclaims or remedies of the Company, including,
without limitation, the waiver and release of (1) the benefit of statutes of
limitation or moratoria, (2) the right to a jury trial, (3) errors, defects and
imperfections in proceedings, service of process or the establishment of
jurisdiction or venue, (4) the benefits of any stay of execution, exemption from
service of process or extension of time for payment, (5) the benefits of laws
requiring the election of remedies, (6) the benefits of laws, regulations or
judicial decisions exempting certain property and/or proceeds from execution,
attachment, levy or sale, (7) diligence, valuation and appraisement and (8) stay
of execution;

(d) the financial condition or solvency of the Company;

(e) the enforceability of the indemnification provisions of the Transaction
Documents insofar as said provisions contravene public policy or might require
indemnification or payments to the Underwriter, the Representatives or the
Trustee with respect to any litigation determined, in whole or part, adversely
to the Underwriter, the Representatives or the Trustee, or any loss, cost or
expense arising

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
[______], 2011
Page 7

out of the Underwriter153s, the Representatives153 or the Trustee153s negligence,
gross negligence or willful misconduct or any violation by the Underwriter, the
Representative or the Trustee of statutory duties, general principles of equity
or public policy;

(f) the enforceability of remedies when no material default on the part of
the Company exists;

(g) any “blue sky” or securities law of any jurisdiction or with regard to
the antitrust laws of any jurisdiction; and

(h) the effect on the opinions expressed herein of (i) the compliance or
non-compliance of any party to the Transaction Documents (other than the Company
to the extent set forth herein) with any state, federal or other laws or
regulations applicable to them or (ii) the legal or regulatory status or the
nature of the business of any party to the Transaction Documents (other than the
Company to the extent set forth herein).

The foregoing expresses our legal opinion as to the matters set forth above
based upon our professional knowledge and judgment. No opinion is to be implied
or inferred beyond the opinion expressly stated herein.

We undertake no obligation to inform you of any matters, whether of law or of
fact, which may subsequently come to our attention or subsequently occur which
affect in any way the opinion expressed herein, which is based upon our
assumption that any court sitting in the State of New Jersey will adhere to
existing judicial precedents.

This opinion is being furnished only to the Underwriters and their respective
successors and assigns in connection with the Transaction Documents and is
solely for each such person153s benefit in connection with the above transaction.
This opinion may not be relied upon by any other person, firm or corporation for
any purpose without our prior written consent.


	Very truly yours, DRINKER BIDDLE & REATH LLP

EXHIBIT A

GENERAL CERTIFICATE

See attached.

EXHIBIT A-4
Opinion of Ira M. Dansky, Esq.

March [], 2011

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
SunTrust Robinson Humphrey, Inc.
Wells Fargo Securities, LLC
Goldman, Sachs & Co.

c/o Citigroup Global Markets, Inc.
388 Greenwich Street
New York, NY 10013

c/o J.P. Morgan Securities LLC
270 Park Avenue
New York, NY 10017

Re: $300,000,000 Principal Amount of 6.875% Senior Notes due 2019

Ladies and Gentlemen:

You have requested my opinion as General Counsel of The Jones Group Inc., a
Pennsylvania corporation (“the Jones Group”) and its subsidiaries Jones Apparel
Group Holdings, Inc., a Delaware corporation (“Jones Holdings”), Jones Apparel
Group USA, Inc., a Delaware corporation (“Jones USA”), and JAG Footwear,
Accessories and Retail Corporation, a New Jersey corporation (“JAG Footwear” and
together with the Jones Group, Jones Holdings and Jones USA, the “Issuers”), in
connection with the purchase by the several Underwriters (the “Underwriters”)
listed on Schedule II to the Underwriting Agreement dated March 2, 2011 (the
“Underwriting Agreement”), among Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC, as representatives of the Underwriters, and the Issuers of
$300,000,000 principal amount of the Issuers153 6.875% Senior Notes due 2019 (the
“Securities”), to be issued under an Indenture dated as of the date hereof (the
“Indenture”), among the Issuers and U.S. Bank National Association, as trustee.
Capitalized terms used herein but not defined shall have the meaning ascribed to
them in the Underwriting Agreement.

In that connection, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary or appropriate for the purposes
of this opinion, including (i) the Articles or Certificate of Incorporation of
each Issuer, as amended or restated, (ii) the By-laws of each Issuer, as amended
or restated, (iii) the Underwriting Agreement, (iv) the Registration Statement
on Form S-3 (Registration No. 333-166566), filed with the Securities and
Exchange Commission (the

1411 BROADWAY, NEW YORK, NEW YORK 10018

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
SunTrust Robinson Humphrey, Inc.
Wells Fargo Securities, LLC
Goldman, Sachs & Co.

March [], 2011
Page 2

“Commission”) on May 6, 2010 (the “Registration Statement”) for registration
under the Securities Act of 1933 (the “Securities Act”), of an indeterminate
amount of debt securities to be issued from time to time by the Issuers, (v) the
related prospectus dated May 6, 2010 (together with the documents incorporated
therein by reference, the “Basic Prospectus”), (vi) the Prospectus Supplement
dated [], 2011, filed with the Commission pursuant to Rule
424(b) of the General Rules and Regulations under the Securities Act (together
with the Basic Prospectus, the “Prospectus”), (vii) the Indenture and the form
of the Security attached thereto (together with the Underwriting Agreement and
the Securities, the “Transaction Documents”), (viii) resolutions adopted by the
Boards of Directors of Jones Holdings and Jones USA on [],
2011, and (ix) the agreements specified on Schedule I hereto (collectively, the
“Specified Agreements”).

Based on the foregoing and subject to the qualifications hereinafter set
forth, I am of opinion as follows:

1. Based solely on a certificate from the Secretary of the State of the State
of Delaware, each of Jones Holdings and Jones USA is a corporation validly
existing and in good standing under the laws of the State of Delaware, with all
requisite corporate power and authority to own, lease and operate its properties
and conduct its business as described in the Registration Statement and the
Prospectus.

2. The execution and delivery by Jones Holdings and Jones USA, respectively,
of the Transaction Documents and the performance by Jones Holdings and Jones
USA, respectively, of their obligations thereunder have been duly authorized by
all requisite corporate action on the part of Jones Holdings and Jones USA,
respectively.

3. The Transaction Documents have each been duly authorized, executed and
delivered by Jones Holdings and Jones USA, respectively.

4. Each Issuer is qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which the ownership or leasing of
its properties or the conduct of its business requires such qualification, other
than jurisdictions in which the failure so to qualify would not have a Material
Adverse Effect on the Jones Group and its subsidiaries taken as a whole.

5. The issue and sale by the Issuers of the Securities, the consummation of
the other transactions contemplated by the Transaction Documents and the
performance by each Issuer of its obligations under the Transaction Documents
(i) do not violate the Articles or Certificate of Incorporation or By-laws, as
amended or restated, of any Issuer, (ii) to my knowledge, do not result in a
breach of, or constitute a default under, the express terms of any Specified
Agreement except as would not have a Material Adverse Effect on the Jones Group
and its subsidiaries, taken as a whole, or (iii) will not violate in any
material respect any law, rule or regulation of the United States of America,
the State of New York or the General Corporation Law of the State of

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
SunTrust Robinson Humphrey, Inc.
Wells Fargo Securities, LLC
Goldman, Sachs & Co.

March [], 2011
Page 3

Delaware or, to my knowledge, any order or decree of any court or government
agency or instrumentality, in each case, applicable to any Issuer.

6. The statements made under the captions “Item 3. Legal Proceedings” in the
Jones Group153s Annual Report on Form 10-K for the year ended December 31, 2010,
as incorporated by reference in the Registration Statement and the Prospectus
insofar as they purport to constitute summaries of the legal proceedings to
which the Jones Group is a party, fairly summarized the matters therein
described.

7. To my knowledge, no authorization, approval or other action by, and no
notice to, consent of, order of or filing with, any United States Federal or New
York State or, to the extent required under the General Corporation Law of the
State of Delaware, Delaware governmental authority is required to be made or
obtained by any Issuer for the consummation of the transactions contemplated by
the Transaction Documents, other than (i) those that have been obtained or made
under the Securities Act or the Trust Indenture Act of 1939, (ii) those that may
be required under the Securities Act in connection with the use of a “free
writing prospectus” and (iii) those that may be required under the blue sky laws
of any jurisdiction in connection with the purchase and distribution of the
Securities by the Underwriters.

8. To my knowledge, there is no pending or threatened action, suit or
proceeding before any court or governmental agency or authority or arbitrator
involving the Issuers or the business, assets or rights of the Issuers (i) that
purports to affect the legality, validity or enforceability of the Transaction
Documents or (ii) as to which there is a probability of an adverse determination
and which, if adversely determined, would be likely in my judgment to have a
Material Adverse Effect on the Jones Group and its subsidiaries, taken as a
whole, or on the ability of the Issuers to perform their obligations under the
Transaction Documents.

9. To my knowledge, none of the Issuers is (i) in violation of its Articles
or Certificate of Incorporation or By-laws, as amended or restated, (ii) in
default, and no event has occurred which, with notice or lapse of time or both,
would constitute such a default, in the due performance or observance of any
term, covenant or condition contained in any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which it is a party or by
which it is bound or to which any of its property or assets is subject or (iii)
in violation of any law, ordinance, governmental rule, regulation or court
decree to which it or its property or assets are subject, except in case of
clause (ii) or (iii) above for any such violation or default which would not
have a Material Adverse Effect.

In connection with the foregoing, I point out that certain of the indentures,
agreements and instruments referred to in clause (ii) above may be governed by
laws other than the laws of the State of New York. For purposes of the opinion
expressed in this paragraph, however, I have assumed that all such indentures,
agreements and instruments are governed by and would be interpreted in
accordance with the laws of the State of New York.

Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
SunTrust Robinson Humphrey, Inc.
Wells Fargo Securities, LLC
Goldman, Sachs & Co.

March [], 2011
Page 4

I am admitted to practice in the State of New York, and I express no opinion
as to any matters governed by any laws other than the laws of the State of New
York, the General Corporation Law of the State of Delaware and the Federal laws
of the United States of America.

I am furnishing this letter to you, as Underwriters, solely for your benefit.
This opinion may not be relied upon by any other person (including by any person
that acquires the Securities from you) or for any other purpose or used,
circulated, quoted or otherwise referred to for any other purpose.


	Very truly yours, Ira M. Dansky General Counsel

SCHEDULE I

Specified Agreements

1.		Indenture, dated as of November 22, 2004, by and among Jones Apparel Group, Inc. (now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, and U.S. Bank National Association, as Trustee.

2.		First Supplemental Indenture, dated as of December 31, 2006, by and among Jones Apparel Group, Inc. (now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, and U.S. Bank National Association, as Trustee.

3.		Second Supplemental Indenture, dated as of April 15, 2009, by and among Jones Apparel Group, Inc. (now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, and U.S. Bank National Association, as Trustee.

4.		Credit Agreement, dated as of May 13, 2009, among Jones Apparel Group, Inc. (now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, Jones Investment Co. Inc., Jones Jeanswear Group, Inc., Nine West Development Corporation, Jones Jewelry Group, Inc., Jones Apparel Group Canada, LP, the lending institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by Amendment No. 1 thereto dated as of May 5, 2010, Amendment No. 2 thereto dated as of June 29, 2010.

5.		Security Agreement dated as of May 13, 2009, among Jones Apparel Group, Inc. (now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, Jones Investment Co. Inc., Jones Jeanswear Group, Inc., Nine West Development Corporation, Jones Jewelry Group, Inc., Apparel Testing Services, Inc., Jones Distribution Corporation, Jones Management Service Company, Jones Holding Inc., Jones Apparel Group Canada, LP and JPMorgan Chase Bank, N.A., as administrative agent.

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