{"id":43973,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-the-jones-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-the-jones-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-the-jones-group-inc.html","title":{"rendered":"Underwriting Agreement – The Jones Group Inc."},"content":{"rendered":"

THE JONES GROUP INC.
\nJONES APPAREL GROUP HOLDINGS, INC.
\nJONES APPAREL GROUP USA, INC.
\nJAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION<\/strong><\/p>\n

\n

6.875% Senior Notes Due 2019<\/p>\n

\n

UNDERWRITING AGREEMENT<\/p>\n

\n

March 2, 2011<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\nAs Representatives of the several Underwriters
\nnamed in Schedule II hereto
\nc\/o Citigroup Global Markets Inc.
\n388 Greenwich Street
\nNew York, New York 10013<\/p>\n<\/p>\n

Ladies and Gentlemen:<\/p>\n<\/p>\n

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

1. Representations and Warranties<\/u>. The Issuers jointly and severally
\nrepresent and warrant to, and agree with, each Underwriter as set forth below in
\nthis Section 1.<\/p>\n<\/p>\n

\n

(a) The Issuers meet the requirements for use of Form S-3 under the Act and
\nhave prepared and filed with the Commission an automatic shelf registration
\nstatement, as defined in Rule 405 (the file number of which is set forth in
\nSchedule I hereto) which has been filed within the last three years on Form S-3,
\nincluding a related Base Prospectus, for registration under the Act of the
\noffering and sale of the Securities; and no notice of objection of the
\nCommission to the use of such Registration Statement or any post-effective
\namendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been
\nreceived by the Issuers. Such Registration Statement, including any amendments
\nthereto filed prior to the Execution Time, became effective upon filing; and no
\norder suspending the effectiveness of the Registration Statement has been issued
\nby the Commission and no proceeding for that purpose or pursuant to Section 8A
\nof the Act against the Issuers or related to the offering has been initiated or
\nthreatened by the Commission. The Issuers may have filed with the Commission, as
\npart of an amendment to the Registration Statement or pursuant to Rule 424(b),
\none or more Preliminary Prospectuses relating to the Securities, each of which
\nhas previously been furnished to you. The Issuers will file with the Commission
\na Final Prospectus relating to the Securities in accordance with Rule 424(b). As
\nfiled, such Final Prospectus shall contain all information required by the Act
\nand the rules thereunder, and, except to the extent the Representatives shall
\nagree in writing to a modification, shall be in all substantive respects in the
\nform furnished to you prior to the Execution Time or, to the extent not
\ncompleted at the Execution Time, shall contain only such specific additional
\ninformation and other changes (beyond that contained in the Base Prospectus and
\nany Preliminary Prospectus) as the Issuers have advised you, prior to the
\nExecution Time, will be included or made therein. The Registration Statement, at
\nthe Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).<\/p>\n<\/p>\n

(b) On each Effective Date, the Registration Statement did, and when the
\nFinal Prospectus is first filed in accordance with Rule 424(b) and on the
\nClosing Date (as defined herein), the Final Prospectus (and any supplement
\nthereto) will, comply in all material respects with the applicable requirements
\nof the Act, the Exchange Act and the Trust Indenture Act and the respective
\nrules thereunder; on each Effective Date and at the Execution Time, the
\nRegistration Statement did not and will not contain any untrue statement of a
\nmaterial fact or omit to state any material fact required to be stated therein
\nor necessary in order to make the statements therein not misleading; on the
\nEffective Date and on the Closing Date the Indenture did or will comply in all
\nmaterial respects with the applicable requirements of the Trust Indenture Act;
\nand as of its date and on the Closing Date, the Final Prospectus (together with
\nany supplement thereto) will not include any untrue statement of a material fact
\nor omit to state a material fact necessary in order to make the statements
\ntherein, in the light of the circumstances under which they were made, not
\nmisleading; provided<\/u>, however<\/u>, that the Issuers make no
\nrepresentation or warranty as to (i) that part of the Registration Statement
\nwhich shall constitute the Statement of Eligibility and Qualification (Form T-1)
\nunder the Trust Indenture Act of the Trustee or (ii) the information contained
\nin or omitted from the Registration Statement or the Final Prospectus (or any
\nsupplement thereto) in reliance upon and in conformity with information
\nfurnished in writing to the Issuers by or on behalf of any Underwriter through
\nthe Representatives specifically for inclusion in the Registration Statement or
\nthe Final Prospectus (or any supplement thereto), it being understood and<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

agreed that the only such information furnished by or on behalf of any
\nUnderwriter consists of the information described as such in Section 8 hereof.\n<\/p>\n<\/p>\n

(c) (i) The Disclosure Package and (ii) each electronic road show used by the
\nIssuers in connection with the offering of the Securities, when taken together
\nas a whole with the Disclosure Package, does not contain any untrue statement of
\na material fact or omit to state any material fact necessary in order to make
\nthe statements therein, in the light of the circumstances under which they were
\nmade, not misleading; provided that none of the Issuers make any representation
\nor warranty as to information contained in or omitted from the Disclosure
\nPackage, or any amendment or supplement thereto, in reliance upon and in
\nconformity with information furnished in writing to the Issuers by or on behalf
\nof the Underwriters through the Representative specifically for inclusion
\ntherein, it being understood and agreed that the only such information furnished
\nby or on behalf of any Underwriter consists of the information described as such
\nin Section 8 hereof.<\/p>\n<\/p>\n

(d) The documents incorporated or deemed to be incorporated by reference in
\nthe Registration Statement, the Preliminary Prospectus and the Final Prospectus
\n(i) at the time they were or hereafter are filed with the Commission, complied
\nor will comply in all material respects with the requirements of the Exchange
\nAct and (ii) when read together with the other information in the Disclosure
\nPackage, at the Execution Time, and when read together with the other
\ninformation in the Final Prospectus, as of its date and at the Closing Date, did
\nnot or will not include an untrue statement of a material fact or omit to state
\na material fact necessary in order to make the statements therein, in the light
\nof the circumstances under which they were made, not misleading.<\/p>\n<\/p>\n

(e) Each Issuer is not an Ineligible Issuer (as defined in Rule 405) and is a
\nWell-Known Seasoned Issuer, in each case at the times specified in the Act in
\nconnection with the offering of the Securities. The Issuers agree to pay the
\nfees required by the Commission relating to the Securities within the time
\nrequired by Rule 456(b)(1) without regard to the proviso therein and otherwise
\nin accordance with Rules 456(b) and 457(r).<\/p>\n<\/p>\n

(f) Each Issuer Free Writing Prospectus and the final term sheet prepared and
\nfiled pursuant to Section 5(b) hereto does not include any information that
\nconflicts with the information contained in the Registration Statement, the
\nPreliminary Prospectus or the Final Prospectus, including any document
\nincorporated therein by reference and any prospectus supplement deemed to be a
\npart thereof that has not been superseded or modified. The foregoing sentence
\ndoes not apply to statements in or omissions from any Issuer Free Writing
\nProspectus based upon and in conformity with written information furnished to
\nthe Issuers by any Underwriter through the Representatives specifically for use
\ntherein, it being understood and agreed that the only such information furnished
\nby or on behalf of any Underwriter consists of the information described as such
\nin Section 8 hereof.<\/p>\n<\/p>\n

(g) Each Issuer and its Significant Subsidiaries has been duly incorporated
\nand is validly existing as a corporation in good standing under the laws of its
\njurisdiction of incorporation, is duly qualified to do business and is in good
\nstanding as a foreign<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

corporation in each jurisdiction in which its ownership or lease of property
\nor the conduct of its business requires such qualification and has all power and
\nauthority necessary to own or hold its properties and to conduct the businesses
\nin which it is engaged, except where the failure to so qualify or have such
\npower or authority would not, singularly or in the aggregate, have a material
\nadverse effect on the condition, financial or otherwise, earnings, business
\naffairs or business prospects of the Issuers and their subsidiaries taken as a
\nwhole (a “Material Adverse Effect<\/strong>“).<\/p>\n<\/p>\n

(h) The Company has the authorized capitalization as set forth in the
\nDisclosure Package and the Final Prospectus under the heading “Capitalization”;
\nand all of the outstanding shares of capital stock of each Significant
\nSubsidiary of each of the Issuers have been duly and validly authorized and
\nissued, are fully paid and non-assessable and, except as described in the
\nRegistration Statement, the Disclosure Package or the Final Prospectus, are
\nowned directly or indirectly by such Issuer, free and clear of any lien, charge,
\nencumbrance, security interest, restriction upon voting or transfer or any other
\nclaim of any third party other than “Permitted Liens” as defined in the
\nindenture dated as of November 22, 2004, among the Issuers and U.S. Bank
\nNational Association (as successor in interest to SunTrust Bank), as amended and
\nsupplemented prior to the date hereof.<\/p>\n<\/p>\n

(i) Each Issuer has full right, power and authority to execute and deliver
\neach of the following documents to which it is a party: this Agreement, the
\nIndenture and the Securities (collectively, the “Transaction Documents”), and to
\nperform its obligations hereunder and thereunder; and all corporate action
\nrequired to be taken for the due and proper authorization, execution and
\ndelivery of each of the Transaction Documents and the transactions contemplated
\nthereby will have been duly and validly taken as of the Closing Date.<\/p>\n<\/p>\n

(j) This Agreement has been duly authorized, executed and delivered by each
\nof the Issuers.<\/p>\n<\/p>\n

(k) As of the Closing Date, the Indenture will have been duly authorized by
\neach of the Issuers and, when duly executed and delivered in accordance with its
\nterms by each of the parties thereto, will constitute a valid and legally
\nbinding agreement of each of the Issuers, enforceable against each of them in
\naccordance with its terms, except to the extent that such enforceability may be
\nlimited by applicable bankruptcy, insolvency, fraudulent conveyance,
\nreorganization, moratorium and other similar laws affecting creditors153 rights
\ngenerally from time to time in effect and by general equitable principles,
\nincluding, without limitation, concepts of materiality, reasonableness, good
\nfaith and fair dealing (whether considered in a proceeding in equity or at law).
\nAs of the Effective Date, the Indenture was duly qualified under the Trust
\nIndenture Act.<\/p>\n<\/p>\n

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

4<\/p>\n

\n

\n

the Issuers in accordance with their terms, except to the extent that such
\nenforceability may be limited by applicable bankruptcy, insolvency, fraudulent
\nconveyance, reorganization, moratorium and other similar laws affecting
\ncreditors153 rights generally and by general equitable principles (whether
\nconsidered in a proceeding in equity or at law).<\/p>\n<\/p>\n

(m) None of the Issuers are, and upon the issuance and sale of the Securities
\nas herein contemplated and the application of the net proceeds therefrom as
\ndescribed in the Disclosure Package and the Final Prospectus, none of the
\nIssuers will be, an “investment company” or a company “controlled by” an
\ninvestment company within the meaning of the Investment Company Act of 1940, as
\namended.<\/p>\n<\/p>\n

(n) The execution, delivery and performance by each Issuer of each of the
\nTransaction Documents to which it is a party, the issuance, authentication, sale
\nand delivery of the Securities and compliance by such Issuer with the terms
\nhereof and thereof and the consummation of the transactions contemplated by the
\nTransaction Documents will not conflict with or result in a breach or violation
\nof any of the terms or provisions of, or constitute a default under, or result
\nin the creation or imposition of any lien, charge or encumbrance which is
\nmaterial to the Issuers and their subsidiaries, taken as a whole, upon any
\nproperty or assets of such Issuer or any of its subsidiaries pursuant to, any
\nagreement or instrument which is material to the Issuers and their subsidiaries,
\ntaken as a whole, to which such Issuer or any of its subsidiaries is a party or
\nby which such Issuer or any of its subsidiaries is bound or to which any of the
\nproperty or assets of such Issuer or any of its subsidiaries is subject, nor
\nwill such actions result in any violation of the provisions of the charter or
\nby-laws of such Issuer or any of its Significant Subsidiaries or any statute or
\nany judgment, order, decree, rule or regulation which is material to the Issuers
\nand their subsidiaries, taken as a whole, of any court or arbitrator or
\ngovernmental agency or body having jurisdiction over such Issuer or any of its
\nsubsidiaries or any of its properties or assets; and no consent, approval,
\nauthorization or order of, or filing or registration with, any such court or
\narbitrator or governmental agency or body having jurisdiction over any Issuer or
\nany of its subsidiaries under any such statute, judgment, order, decree, rule or
\nregulation is required for the execution, delivery and performance by such
\nIssuer of any of the Transaction Documents to which it is a party, the issuance,
\nauthentication, sale and delivery of the Securities and compliance by such
\nIssuer with the terms thereof and the consummation of the transactions
\ncontemplated by the Transaction Documents, except for such consents, approvals,
\nauthorizations, filings, registrations or qualifications (i) which shall have
\nbeen obtained or made prior to the Closing Date, (ii) as may be required to be
\nobtained or made under applicable state securities laws and (iii) which would
\nnot, singularly or in the aggregate, have a Material Adverse Effect.<\/p>\n<\/p>\n

(o) The financial statements and related notes thereto included or
\nincorporated by reference in the Preliminary Prospectus, the Final Prospectus
\nand the Registration Statement comply in all material respects with the
\napplicable requirements of the Exchange Act and Regulation S-X under the Act
\napplicable to registration statements on Form S-3, as applicable, and present
\nfairly the financial position of the Company and its subsidiaries as of the
\ndates indicated and the results of their operations and the changes in<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

their cash flows for the periods specified; such financial statements have
\nbeen prepared in conformity with generally accepted accounting principles
\napplied on a consistent basis throughout the periods covered thereby, except as
\ndisclosed therein; and the other financial information of the Company and its
\nsubsidiaries included or incorporated by reference in the Preliminary
\nProspectus, the Final Prospectus and the Registration Statement have been
\nderived from the accounting records of the Company and its subsidiaries and
\npresents fairly the information shown thereby in all material respects. The pro
\nforma financial information and the related notes thereto incorporated by
\nreference in the Preliminary Prospectus, the Final Prospectus and the
\nRegistration Statement have been prepared in accordance with the applicable
\nrequirements of the Act and the Exchange Act, as applicable, and the assumptions
\nunderlying such pro forma financial information are reasonable.<\/p>\n<\/p>\n

(p) Since the date of the most recent financial statements of the Company
\nincluded or incorporated by reference in the Preliminary Prospectus, the Final
\nProspectus and the Registration Statement, except as disclosed in the
\nPreliminary Prospectus, the Final Prospectus and the Registration Statement
\n(exclusive of any amendment or supplements thereto subsequent to the Execution
\nTime) (i) there has not been (A) any change in the capital stock or long-term
\ndebt of any of the Issuers or their Significant Subsidiaries, or any dividend or
\ndistribution of any kind (other than regular quarterly dividends) declared, set
\naside for payment, paid or made by any of the Issuers on any class of capital
\nstock, or (B) any material adverse change, or any development involving a
\nprospective material adverse change, in or affecting the business, properties,
\nmanagement, financial position, or results of operations of the Issuers and
\ntheir subsidiaries taken as a whole; (ii) none of the Issuers or any of their
\nsubsidiaries has entered into any transaction or agreement that is material to
\nthe Issuers and their Significant Subsidiaries taken as a whole or incurred any
\nliability or obligation, direct or contingent, that is material to the Issuers
\nand their Significant Subsidiaries taken as a whole; and (iii) none of the
\nIssuers or any of their subsidiaries has sustained any material loss or material
\ninterference with its business from fire, explosion, flood or other calamity,
\nwhether or not covered by insurance, or from any labor disturbance or dispute or
\nany action, order or decree of any court or arbitrator or governmental or
\nregulatory authority.<\/p>\n<\/p>\n

(q) Except as disclosed in the Preliminary Prospectus, the Final Prospectus
\nand the Registration Statement, there are no legal or governmental proceedings
\npending to which any Issuer or any of its subsidiaries is a party or of which
\nany property or assets of any Issuer, or any of its subsidiaries is the subject
\nwhich, singularly or in the aggregate, if determined adversely to such Issuer or
\nany of its subsidiaries, could reasonably be expected to have a Material Adverse
\nEffect; and to the knowledge of the Issuers, no such proceedings are threatened
\nor contemplated by governmental authorities or threatened by others.<\/p>\n<\/p>\n

(r) No action has been taken and no statute, rule, regulation or order has
\nbeen enacted, adopted or issued by any governmental agency or body which
\nprevents the issuance of the Securities or suspends the sale of the Securities
\nin any jurisdiction; no injunction, restraining order or order of any nature by
\nany Federal or state court of<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

competent jurisdiction has been issued with respect to any Issuer or any of
\nits subsidiaries which would prevent or suspend the issuance and sale of the
\nSecurities or the use of the Preliminary Prospectus, the Final Prospectus and
\nthe Registration Statement in any jurisdiction; no action, suit or proceeding is
\npending against or, to the knowledge of each Issuer, threatened against or
\naffecting any Issuer or any of its subsidiaries before any court or arbitrator
\nor any governmental agency, body or official, domestic or foreign, which could
\nreasonably be expected to interfere with or materially and adversely affect the
\nissuance and sale of the Securities or in any manner draw into question the
\nvalidity, enforceability or consummation of any of the Transaction Documents or
\nany action taken or to be taken pursuant thereto.<\/p>\n<\/p>\n

(s) None of the Issuers or any of their subsidiaries is (i) in violation of
\nits charter or by-laws, (ii) in default, and no event has occurred which, with
\nnotice or lapse of time or both, would constitute such a default, in the due
\nperformance or observance of any term, covenant or condition contained in any
\nindenture, mortgage, deed of trust, loan agreement or other agreement or
\ninstrument to which it is a party or by which it is bound or to which any of its
\nproperty or assets is subject or (iii) in violation of any law, ordinance,
\ngovernmental rule, regulation or court decree to which it or its property or
\nassets may be subject, except in the case of clause (ii) or (iii) for any such
\nviolation or default which would not have a Material Adverse Effect.<\/p>\n<\/p>\n

(t) BDO USA, LLP are independent public accountants with respect to the
\nCompany and its subsidiaries as required by the Act and the Exchange Act and the
\nrules of the Public Company Accounting Oversight Board (the
\n“PCAOB<\/strong>“). J.H. Cohn LLP, which expressed its opinion with
\nrespect to the financial statements of Stuart Weitzman Holdings, LLC
\n(“Stuart Weitzman<\/strong>“) and it subsidiaries, are independent public
\naccountants with respect to the Stuart Weitzman and its subsidiaries within the
\nmeaning of Rule 101 of the Code of Professional Conduct of the American
\nInstitute of Certified Public Accountants and its interpretations and ruling
\nthereunder.<\/p>\n<\/p>\n

(u) The Issuers (i) have filed all income tax returns that are required to be
\nfiled or have requested extensions thereof and (ii) have paid all taxes required
\nto be paid by them, and any other assessment, fine or penalty levied against
\nthem, to the extent that any of the foregoing is due and payable, except, in
\neach of (i) and (ii), (A) for taxes being contested in good faith for which
\nadequate reserves have been provided in accordance with generally accepted
\naccounting principles, (B) for any such taxes the failure of which to pay or so
\nfile could not, individually or in the aggregate, reasonably by expected to have
\na Material Adverse Effect or (C) as set forth in or contemplated in the
\nDisclosure Package and the Final Prospectus (exclusive of any amendment or
\nsupplement thereto subsequent to the Execution Time).<\/p>\n<\/p>\n

(v) No labor problem or dispute with the employees of the Issuers or any of
\ntheir subsidiaries exists or is threatened or imminent, and the Issuers are not
\naware of any existing or imminent labor disturbance by the employees of any of
\ntheir or their subsidiaries153 principal suppliers, contractors or customers, in
\neach case, that could have a Material Adverse Effect, except as set forth in or
\ncontemplated in the Disclosure Package<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

and the Final Prospectus (exclusive of any amendment or supplement thereto
\nsubsequent to the Execution Time).<\/p>\n<\/p>\n

(w) Each of the Issuers and each of their subsidiaries are insured by
\nfinancially sound and reputable carriers against such losses and risks and in
\nsuch amounts as are prudent and customary in the businesses in which they are
\nengaged; all policies of insurance insuring the Issuers or any of their
\nsubsidiaries or their respective businesses, assets, employees, officers and
\ndirectors are in full force and effect. Neither the Issuers nor any such
\nsubsidiary has any reason to believe it will not be able to renew its existing
\ninsurance coverage as and when such coverage expires or to obtain similar
\ncoverage from similar insurers as may be necessary to continue its business at a
\ncost that would not have a Material Adverse Effect, except as set forth or
\ncontemplated in the Disclosure Package and the Final Prospectus (exclusive of
\nany supplement thereto subsequent to the Execution Time).<\/p>\n<\/p>\n

(x) No subsidiary of each of the Issuers is currently prohibited, directly or
\nindirectly, from paying any dividends to the Issuers, from making any other
\ndistribution on such subsidiary153s capital stock, from repaying to the Issuers
\nany loans or advances to such subsidiary from the Issuers or from transferring
\nany of such subsidiary153s property or assets to the Issuers or any other
\nsubsidiary of the Issuers, except as disclosed in or contemplated by the
\nDisclosure Package and the Final Prospectus (exclusive of any amendment or
\nsupplement thereto subsequent to the Execution Time).<\/p>\n<\/p>\n

(y) Each of the Issuers and each of their subsidiaries possess all licenses,
\ncertificates, authorizations and permits which are material to the Issuers and
\ntheir subsidiaries, taken as a whole, issued by, and have made all declarations
\nand filings with, the appropriate Federal, state or foreign regulatory agencies
\nor bodies which are necessary for the ownership of its properties or the conduct
\nof their businesses as described in the Disclosure Package and the Final
\nProspectus (exclusive of any amendment or supplement thereto subsequent to the
\nExecution Time), except where the failure to possess or make the same would not,
\nsingularly or in the aggregate, have a Material Adverse Effect, and none of the
\nIssuers or any of their subsidiaries has received notification of any revocation
\nor modification of any such license, certificate, authorization or permit or has
\nany reason to believe that any such license, certificate, authorization or
\npermit will not be renewed in the ordinary course.<\/p>\n<\/p>\n

(z) The Issuers and each of their subsidiaries maintain a system of internal
\naccounting controls sufficient to provide reasonable assurance that (i)
\ntransactions are executed in accordance with management153s general or specific
\nauthorizations; (ii) transactions are recorded as necessary to permit
\npreparation of financial statements in conformity with generally accepted
\naccounting principles and to maintain asset accountability; (iii) access to
\nassets is permitted only in accordance with management153s general or specific
\nauthorization; and (iv) the recorded accountability for assets is compared with
\nthe existing assets at reasonable intervals and appropriate action is taken with
\nrespect to any differences. The Issuers and their subsidiaries are not aware of
\nany material weakness in their internal controls over financial reporting.<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

(aa) The Issuers and their subsidiaries maintain “disclosure controls and
\nprocedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act).
\nThe Issuers and their subsidiaries have carried out evaluations of the
\neffectiveness of such disclosure controls and procedures and such disclosure
\ncontrols and procedures are effective.<\/p>\n<\/p>\n

(bb) The Issuers have not taken, directly or indirectly, any action designed
\nto or that would constitute or that might reasonably be expected to cause or
\nresult in, under the Exchange Act or otherwise, stabilization or manipulation of
\nthe price of any security of the Issuers to facilitate the sale or resale of the
\nSecurities.<\/p>\n<\/p>\n

(cc) The Issuers and their subsidiaries are (i) in compliance with any and
\nall applicable foreign, federal, state and local laws and regulations relating
\nto the protection of human health and safety, the environment or hazardous or
\ntoxic substances or wastes, pollutants or contaminants (“Environmental Laws”),
\n(ii) have received and are in compliance with all permits, licenses or other
\napprovals required of them under applicable Environmental Laws to conduct their
\nrespective businesses and (iii) have not received notice of any actual or
\npotential liability under any Environmental Law, except where such
\nnon-compliance with Environmental Laws, failure to receive required permits,
\nlicenses or other approvals, or liability would not, individually or in the
\naggregate, have a Material Adverse Effect, except as set forth in or
\ncontemplated in the Disclosure Package and the Final Prospectus (exclusive of
\nany amendment or supplement thereto subsequent to the Execution Time). Except as
\nset forth in the Disclosure Package and the Final Prospectus, or which would
\nnot, individually or in the aggregate, have a Material Adverse Effect, neither
\nthe Issuers nor any of their subsidiaries have been named as a “potentially
\nresponsible party” under the Comprehensive Environmental Response, Compensation,
\nand Liability Act of 1980, as amended.<\/p>\n<\/p>\n

(dd) In the ordinary course of their business, the Issuers periodically
\nreview the effect of Environmental Laws on the business, operations and
\nproperties of the Issuers and their subsidiaries and on the basis of such
\nreview, the Issuers have reasonably concluded that such associated costs and
\nliabilities would not, singly or in the aggregate, have a Material Adverse
\nEffect, except as set forth in or contemplated in the Disclosure Package and the
\nFinal Prospectus (exclusive of any amendment or supplement thereto subsequent to
\nthe Execution Time).<\/p>\n<\/p>\n

(ee) None of the following events has occurred or exists: (i) a failure to
\nfulfill the obligations, if any, under the minimum funding standards of Section
\n302 of the United States Employee Retirement Income Security Act of 1974, as
\namended (“ERISA”), and the regulations and published interpretations thereunder
\nwith respect to a Plan, determined without regard to any waiver of such
\nobligations or extension of any amortization period that could have a Material
\nAdverse Effect; (ii) an audit or investigation by the Internal Revenue Service,
\nthe U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any
\nother federal or state governmental agency or any foreign regulatory agency with
\nrespect to the employment or compensation of employees by any of the Issuers or
\nany of their subsidiaries that could have a Material Adverse Effect; (iii) any
\nbreach of any contractual obligation, or any violation of law or applicable<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

qualification standards, with respect to the employment or compensation of
\nemployees by the Issuers or any of their subsidiaries that could have a Material
\nAdverse Effect. None of the following events has occurred or is reasonably
\nlikely to occur: (i) an increase in the aggregate amount of contributions
\nrequired to be made to all Plans in the current fiscal year of the Issuers and
\ntheir subsidiaries compared to the amount of such contributions made in the most
\nrecently completed fiscal year of the Issuers and their subsidiaries that could
\nhave a Material Adverse Effect; (ii) an increase in the “accumulated
\npost-retirement benefit obligations” (within the meaning of Statement of
\nFinancial Accounting Standards 106) of the Issuers and their subsidiaries
\ncompared to the amount of such obligations in the most recently completed fiscal
\nyear of the Issuers and their subsidiaries that could have a Material Adverse
\nEffect; (iii) any event or condition giving rise to a liability under Title IV
\nof ERISA that could have a Material Adverse Effect; or (iv) the filing of a
\nclaim by one or more employees or former employees of the Issuers or any of
\ntheir subsidiaries related to their employment that could have a Material
\nAdverse Effect. For purposes of this paragraph, the term “Plan” means a plan
\n(within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with
\nrespect to which the Issuers or any of their subsidiaries may have any material
\nliability.<\/p>\n<\/p>\n

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

(gg) The Issuers, their subsidiaries and, to the knowledge of the Issuers,
\ntheir affiliates have conducted their businesses in compliance with the Foreign
\nCorrupt Practices Act of 1977, as amended and the rules and regulations
\nthereunder in all material respects and have instituted and maintain policies
\nand procedures designed to ensure, and which are reasonably expected to continue
\nto ensure, continued compliance therewith.<\/p>\n<\/p>\n

(hh) To the Issuers153 knowledge, the operations of the Issuers and their
\nsubsidiaries are and have been conducted at all times in compliance with
\napplicable financial recordkeeping and reporting requirements and the money
\nlaundering statutes and the rules and regulations thereunder and any related or
\nsimilar rules, regulations or guidelines, issued, administered or enforced by
\nany governmental agency having jurisdiction over such Issuers or any of their
\nsubsidiaries or any of their properties or assets (collectively, the
\n“Money Laundering Laws<\/strong>“) and no action, suit or proceeding by
\nor before any court or governmental agency, authority or body or any arbitrator
\ninvolving the Issuers or any of their subsidiaries with respect to the Money
\nLaundering Laws is pending or, to the knowledge of the Issuers, threatened.<\/p>\n<\/p>\n

(ii) Neither the Issuers nor any of their subsidiaries nor, to the knowledge
\nof the Issuers, any director, officer, agent, employee or affiliate of the
\nIssuers or any of their subsidiaries is currently subject to any sanctions
\nadministered by the Office of Foreign Assets Control of the U.S. Treasury
\nDepartment (“OFAC<\/strong>“); and the Issuers will not directly or
\nindirectly use the proceeds of the offering, or lend, contribute or otherwise
\nmake available such proceeds to any subsidiary, joint venture partner or other
\nperson or<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

entity, for the purpose of financing the activities of any person currently
\nsubject to any U.S. sanctions administered by OFAC.<\/p>\n<\/p>\n

(jj) The subsidiaries listed on Annex A attached hereto are the only
\nsignificant subsidiaries of the Issuers as defined by Rule 1-02 of Regulation
\nS-X (the “Significant Subsidiaries<\/strong>“).<\/p>\n<\/p>\n

(kk) Except as disclosed in the Preliminary Prospectus and the Final
\nProspectus, each of the Issuers and each of their subsidiaries owns or
\npossesses, or can acquire on reasonable terms, adequate rights to use all
\nmaterial patents, patent applications, trademarks, service marks, trade names,
\ntrademark registrations, service mark registrations, copyrights, licenses and
\nknow-how (including trade secrets and other unpatented and\/or unpatentable
\nproprietary or confidential information, systems or procedures) necessary for
\nthe conduct of their businesses, except where the failure to own, possess or
\nacquire the same would not, singularly or in the aggregate, have a Material
\nAdverse Effect; and the conduct of their businesses will not conflict in any
\nmaterial respect with, and none of the Issuers or their respective subsidiaries
\nhas received any notice of any claim (other than such claims as would not
\nreasonably be expected to have a Material Adverse Effect) of conflict with, any
\nsuch rights of others.<\/p>\n<\/p>\n

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

Any certificate signed by any officer of an Issuer and delivered to the
\nRepresentatives or counsel for the Underwriters in connection with the offering
\nof the Securities shall be deemed a representation and warranty by such Issuer,
\nas to matters covered thereby, to each Underwriter.<\/p>\n<\/p>\n

2. Purchase and Sale<\/u>. Subject to the terms and conditions and in
\nreliance upon the representations and warranties herein set forth, the Issuers
\njointly and severally agree to sell to each Underwriter, and each Underwriter
\nagrees, severally and not jointly, to purchase from the Issuers, at the purchase
\nprice set forth in Schedule I hereto the principal amount of the Securities set
\nforth opposite such Underwriter153s name in Schedule II hereto.<\/p>\n<\/p>\n

3. Delivery and Payment<\/u>. Delivery of and payment for the Securities
\nshall be made on the date and at the time specified in Schedule I hereto or at
\nsuch time on such later<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

date not more than three Business Days after the foregoing date as the
\nRepresentatives shall designate, which date and time may be postponed by
\nagreement between the Representatives and the Issuers or as provided in Section
\n9 hereof (such date and time of delivery and payment for the Securities being
\nherein called the “Closing Date<\/strong>“). Delivery of the Securities
\nshall be made to the Representatives for the respective accounts of the several
\nUnderwriters against payment by the several Underwriters through the
\nRepresentatives of the purchase price thereof to or upon the order of the
\nIssuers by wire transfer payable in same-day funds to an account specified by
\nthe Issuers. Delivery of the Securities shall be made through the facilities of
\nThe Depository Trust Company unless the Representatives shall otherwise
\ninstruct. Certificates for the Securities shall be registered in such names and
\nin such denominations as Citigroup Global Markets Inc. may request not less than
\ntwo Business Days in advance of the Closing Date.<\/p>\n<\/p>\n

The Issuers agree to have the Securities available for inspection by the
\nRepresentatives in New York, New York, not later than 1:00 PM on the Business
\nDay prior to the Closing Date.<\/p>\n<\/p>\n

4. Offering by Underwriters<\/u>. It is understood that the several
\nUnderwriters propose to offer the Securities for sale to the public as set forth
\nin the Preliminary Prospectus and the Final Prospectus.<\/p>\n<\/p>\n

5. Agreements<\/u>. The Issuers jointly and severally agree with the
\nseveral Underwriters that:<\/p>\n<\/p>\n

(a) Prior to the termination of the offering of the Securities, the Issuers
\nwill not file any amendment of the Registration Statement or supplement
\n(including the Final Prospectus or any Preliminary Prospectus) to the Base
\nProspectus unless the Issuers have furnished you a copy for your review prior to
\nfiling and will not file any such proposed amendment or supplement to which you
\nreasonably and promptly object. The Issuers will cause the Final Prospectus,
\nproperly completed, and any supplement thereto to be filed in a form approved by
\nthe Representatives with the Commission pursuant to the applicable paragraph of
\nRule 424(b) within the time period prescribed and will provide evidence
\nsatisfactory to the Representatives of such timely filing. The Issuers will
\npromptly advise the Representatives (i) when the Final Prospectus, and any
\nsupplement thereto, shall have been filed (if required) with the Commission
\npursuant to Rule 424(b), (ii) when, prior to termination of the offering of the
\nSecurities, any amendment to the Registration Statement shall have been filed or
\nbecome effective, (iii) of any request by the Commission or its staff for any
\namendment of the Registration Statement prior to the termination of the offering
\nof the Securities, or for any supplement to the Final Prospectus or for any
\nadditional information, (iv) of the issuance by the Commission of any stop order
\nsuspending the effectiveness of the Registration Statement or of any notice
\nobjecting to its use or the institution or threatening of any proceeding for
\nthat purpose or pursuant to Section 8A of the Act prior to the termination of
\nthe offering of the Securities, (v) of the receipt by the Issuers of any notice
\nof objection of the Commission to the use of the Registration Statement or any
\npost-effective amendment thereto pursuant to Rule 401(g)(2) under the Act prior
\nto the termination of the offering of the Securities or (vi) of the receipt by
\nthe Issuers of any notification with respect to the suspension of the
\nqualification of the Securities for sale in any jurisdiction or the institution
\nor<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

threatening of any proceeding for such purpose. The Issuers will use their
\nreasonable best efforts to prevent the issuance of any such stop order or the
\noccurrence of any such suspension or objection to the use of the Registration
\nStatement and, upon such issuance, occurrence or notice of objection, to obtain
\nas soon as possible the withdrawal of such stop order or relief from such
\noccurrence or objection, including, if necessary, by filing an amendment to the
\nRegistration Statement or a new registration statement and using their
\nreasonable best efforts to have such amendment or new registration statement
\ndeclared effective as soon as practicable.<\/p>\n<\/p>\n

(b) To prepare a final term sheet, containing solely a description of final
\nterms of the Securities and the offering thereof, in the form approved by you
\nand attached as Schedule IV hereto and to file such term sheet pursuant to Rule
\n433(d) within the time required by such Rule.<\/p>\n<\/p>\n

(c) If, at any time prior to the filing of the Final Prospectus pursuant to
\nRule 424(b), any event occurs as a result of which the Disclosure Package would
\ninclude any untrue statement of a material fact or omit to state any material
\nfact necessary to make the statements therein in the light of the circumstances
\nunder which they were made or the circumstances then prevailing not misleading,
\nor if it shall be necessary to amend the Registration Statement, file a new
\nregistration statement or supplement the Final Prospectus to comply with the Act
\nor the Exchange Act or the respective rules thereunder, including in connection
\nwith use or delivery of the Final Prospectus, the Issuers will (i) notify
\npromptly the Representatives so that any use of the Disclosure Package may cease
\nuntil it is amended or supplemented; (ii) amend or supplement the Disclosure
\nPackage, subject to Section 5(a), to correct such statement or omission; and
\n(iii) supply any amendment or supplement to you in such quantities as you may
\nreasonably request.<\/p>\n<\/p>\n

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

13<\/p>\n

\n

\n

(e) As soon as reasonably practicable, the Issuers will make generally
\navailable to their security holders and to the Representatives an earnings
\nstatement or statements of the Issuers and their subsidiaries which will satisfy
\nthe provisions of Section 11(a) of the Act and Rule 158.<\/p>\n<\/p>\n

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

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

(h) The Issuers jointly and severally agree that, unless they have or shall
\nhave obtained the prior written consent of the Representatives, and each
\nUnderwriter, severally and not jointly, agrees with the Issuers that, unless it
\nhas or shall have obtained, as the case may be, the prior written consent of the
\nIssuers, they have not made and will not make any offer relating to the
\nSecurities that would constitute an Issuer Free Writing Prospectus or that would
\notherwise constitute a “free writing prospectus” (as defined in Rule 405)
\nrequired to be filed by the Issuers with the Commission or retained by the
\nIssuers under Rule 433, other than a free writing prospectus containing the
\ninformation contained in the final term sheet prepared and filed pursuant to
\nSection 5(b) hereto; provided that the prior written consent of the parties
\nhereto shall be deemed to have been given in respect of the Free Writing
\nProspectuses included in Schedule III hereto and any electronic road show. Any
\nsuch free writing prospectus consented to by the Representatives or the Issuers
\nis hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuers
\nagree that (x) they have treated and will treat, as the case may be, each
\nPermitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y)
\nthey have complied and will comply, as the case may be, with the requirements of
\nRules 164 and 433 applicable to any Permitted Free Writing Prospectus, including
\nin respect of timely filing with the Commission, legending and record keeping.\n<\/p>\n<\/p>\n

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

14<\/p>\n

\n

\n

contract to sell, or publicly announce an intention to effect any such sale
\nor contract to sale, or otherwise dispose of any debt securities issued or
\nguaranteed by any of the Issuers.<\/p>\n<\/p>\n

(j) The Issuers will not take, directly or indirectly, any action designed to
\nor that would constitute or that might reasonably be expected to cause or result
\nin, under the Exchange Act or otherwise, stabilization or manipulation of the
\nprice of any security of the Issuers to facilitate the sale or resale of the
\nSecurities.<\/p>\n<\/p>\n

(k) The Issuers agree to pay the costs and expenses relating to the following
\nmatters: (i) the preparation, printing or reproduction and filing with the
\nCommission of the Registration Statement (including financial statements and
\nexhibits thereto), each Preliminary Prospectus, the Final Prospectus and each
\nIssuer Free Writing Prospectus, and each amendment or supplement to any of them;
\n(ii) the printing (or reproduction) and delivery (including postage, air freight
\ncharges and charges for counting and packaging) of such copies of the
\nRegistration Statement, each Preliminary Prospectus, the Final Prospectus and
\neach Issuer Free Writing Prospectus, and all amendments or supplements to any of
\nthem, as may, in each case, be reasonably requested for use in connection with
\nthe offering and sale of the Securities; (iii) the preparation, printing,
\nauthentication, issuance and delivery of certificates for the Securities,
\nincluding any stamp or transfer taxes in connection with the original issuance
\nand sale of the Securities; (iv) the printing (or reproduction) and delivery of
\nthis Agreement, any blue sky memorandum and all other agreements or documents
\nprinted (or reproduced) and delivered in connection with the offering of the
\nSecurities; (v) the registration of the Securities under the Exchange Act; (vi)
\nany registration or qualification of the Securities for offer and sale under the
\nsecurities or blue sky laws of the several states (including filing fees and the
\nreasonable fees and expenses of counsel for the Underwriters relating to such
\nregistration and qualification); (vii) any filings required to be made with
\nFINRA (including filing fees and the reasonable fees and expenses of counsel for
\nthe Underwriters relating to such filings); (viii) the transportation and other
\nexpenses incurred by or on behalf of Issuers153 representatives in connection with
\npresentations to prospective purchasers of the Securities; (ix) the fees and
\nexpenses of the Issuers153 accountants and the fees and expenses of counsel
\n(including local and special counsel) for the Issuers; and (x) all other costs
\nand expenses incident to the performance by the Issuers of their obligations
\nhereunder; provided that, except as provided in this Agreement, each party
\nhereto shall pay the fees and expense of its counsel.<\/p>\n<\/p>\n

6. Conditions to the Obligations of the Underwriters<\/u>. The obligations
\nof the Underwriters to purchase the Securities shall be subject to the accuracy
\nof the representations and warranties on the part of the Issuers contained
\nherein as of the Execution Time and the Closing Date, to the accuracy of the
\nstatements of the Issuers made in any certificates pursuant to the provisions
\nhereof, to the performance by the Issuers of their obligations hereunder in all
\nmaterial respects and to the following additional conditions:<\/p>\n<\/p>\n

(a) The Final Prospectus, and any supplement thereto, have been filed in the
\nmanner and within the time period required by Rule 424(b); the final term sheet
\ncontemplated by Section 5(b) hereto, and any other material required to be filed
\nby the<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

Issuers pursuant to Rule 433(d) under the Act, shall have been filed with the
\nCommission within the applicable time periods prescribed for such filings by
\nRule 433; and no stop order suspending the effectiveness of the Registration
\nStatement or any notice objecting to its use shall have been issued and no
\nproceedings for that purpose, pursuant to Rule 401(g)(2) or pursuant to Section
\n8A under the Act, shall have been instituted or threatened.<\/p>\n<\/p>\n

(b) The Underwriters shall have received the opinion, dated the Closing Date,
\nof Cravath, Swaine & Moore LLP, in form and substance satisfactory to
\ncounsel for the Underwriters to the effect set forth in Exhibit A-1 hereto.<\/p>\n<\/p>\n

(c) The Underwriters shall have received the opinions of (i) Schnader,
\nHarrison, Segal & Lewis LLP, special Pennsylvania counsel for the Company,
\n(ii) Drinker Biddle & <\/em>Reath LLP, special New Jersey counsel for JAG
\nFootwear and (iii) Ira M. Dansky, Esq., General Counsel of the Issuers, each in
\nform and substance satisfactory to counsel for the Underwriters, to the effect
\nset forth in Exhibits A-2 to A-4.<\/p>\n<\/p>\n

(d) The Representatives shall have received from Cahill Gordon & Reindel
\nllp, counsel for the Underwriters, such opinion or opinions, dated the Closing
\nDate and addressed to the Representatives, with respect to the issuance and sale
\nof the Securities, the Indenture, the Registration Statement, the Disclosure
\nPackage, the Final Prospectus (together with any supplement thereto) and other
\nrelated matters as the Representatives may reasonably require, and the Issuers
\nshall have furnished to such counsel such documents as they reasonably request
\nfor the purpose of enabling them to pass upon such matters.<\/p>\n<\/p>\n

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

(i) the representations and warranties of the Issuers in this Agreement that
\nare qualified by materiality are true and correct, and the representations and
\nwarranties of the Issuers in this Agreement that are not qualified by
\nmateriality are true and correct in all material respects, on and as of the
\nClosing Date with the same effect as if made on the Closing Date and the Issuers
\nhave complied in all material respects with all the agreements and satisfied all
\nthe conditions on their part to be performed or satisfied at or prior to the
\nClosing Date;<\/p>\n<\/p>\n

(ii) no stop order suspending the effectiveness of the Registration Statement
\nor any notice objecting to its use has been issued and no proceedings<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

for that purpose have been instituted or, to the Issuers153 knowledge,
\nthreatened; and<\/p>\n<\/p>\n

(iii) since the date of the most recent financial statements included in the
\nDisclosure Package and the Final Prospectus (exclusive of any amendment or
\nsupplement thereto subsequent to the date hereof), there has been no change in
\nthe condition, financial or otherwise, earnings, business affairs or business
\nprospects of the Issuers and their subsidiaries, taken as a whole, except as set
\nforth in or contemplated in the Disclosure Package and the Final Prospectus
\n(exclusive of any amendment or supplement thereto subsequent to the date
\nhereof).<\/p>\n<\/p>\n

(f) (i) The Issuers shall have requested and caused BDO USA, LLP to have
\nfurnished to the Representatives, at the Execution Time and at the Closing Date,
\nletters, (which may refer to letters previously delivered to one or more of the
\nRepresentatives), dated respectively as of the Execution Time and as of the
\nClosing Date, in form and substance reasonably satisfactory to the
\nRepresentatives, confirming that they are independent accountants within the
\nmeaning of the Act and the Exchange Act and the respective applicable rules and
\nregulations adopted by the Commission thereunder and the PCAOB and confirming
\ncertain matters with respect to the financial statements and other financial and
\naccounting information of the Company and its subsidiaries contained or
\nincorporated by reference in the Registration Statement, the Preliminary
\nProspectus and the Final Prospectus; and (ii) the Issuers shall have requested
\nand caused J.H. Cohn LLP to have furnished to the Representatives, at the
\nExecution Time, a letter, dated as of the Execution Time, in form and substance
\nreasonably satisfactory to the Representatives, confirming that they are
\nindependent accountants within the meaning of Rule 101 of the Code of
\nProfessional Conduct of the American Institute of Certified Public Accountants
\nand its interpretations and rulings thereunder, and confirming certain matters
\nwith respect to the financial statements and other financial and accounting
\ninformation of Stuart Weitzman and its subsidiaries contained or incorporated by
\nreference in the Registration Statement, the Preliminary Prospectus and the
\nFinal Prospectus.<\/p>\n<\/p>\n

(g) Subsequent to the Execution Time or, if earlier, the dates as of which
\ninformation is given in the Registration Statement (exclusive of any amendment
\nthereof subsequent to the Execution Time), the Disclosure Package and the Final
\nProspectus (exclusive of any amendment or supplement thereto subsequent to the
\ndate hereof), there shall not have been (i) any material change or decrease
\nspecified in the letter or letters referred to in paragraph (f) of this Section
\n6 or (ii) any change in the condition, financial or otherwise, earnings,
\nbusiness affairs or business prospects of the Issuers and their subsidiaries
\ntaken as a whole, except as set forth in or contemplated in the Disclosure
\nPackage and the Final Prospectus (exclusive of any amendment or supplement
\nthereto subsequent to the Execution Time) the effect of which, in any case
\nreferred to in clause (i) or (ii) above, is, in the sole judgment of the
\nRepresentatives, so material and adverse as to make it impractical or
\ninadvisable to proceed with the offering, sale or delivery of the Securities as
\ncontemplated by the Registration Statement (exclusive of any amendment thereof
\nsubsequent to the Execution Time), the Disclosure Package and the Final
\nProspectus (exclusive of any amendment or supplement thereto subsequent to the
\nExecution Time).<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

(h) Subsequent to the Execution Time, there shall not have been any decrease
\nin the rating of any of the Issuers153 debt securities by any “nationally
\nrecognized statistical rating organization” (as defined for purposes of Rule
\n436(g) under the Act) or any notice given of any intended or potential decrease
\nin any such rating or of a possible change in any such rating that does not
\nindicate the direction of the possible change.<\/p>\n<\/p>\n

(i) Prior to the Closing Date, the Issuers shall have furnished to the
\nRepresentatives such further information, certificates and documents as the
\nRepresentatives may reasonably request.<\/p>\n<\/p>\n

If any of the conditions specified in this Section 6 shall not have been
\nfulfilled when and as provided in this Agreement, or if any of the opinions and
\ncertificates mentioned above or elsewhere in this Agreement shall not be
\nreasonably satisfactory in form and substance to the Representatives and counsel
\nfor the Underwriters, this Agreement and all obligations of the Underwriters
\nhereunder may be canceled at, or at any time prior to, the Closing Date by the
\nRepresentatives. Notice of such cancellation shall be given to the Issuers in
\nwriting or by telephone or facsimile confirmed in writing.<\/p>\n<\/p>\n

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

7. Reimbursement of Underwriters153 Expenses<\/u>. If the sale of the
\nSecurities provided for herein is not consummated because any condition to the
\nobligations of the Underwriters set forth in Section 6 hereof is not satisfied,
\nbecause of any termination pursuant to Section 10(i)(x) hereof or because of any
\nrefusal, inability or failure on the part of the Issuers to perform any material
\nagreement herein or comply with any material provision hereof other than by
\nreason of a default by any of the Underwriters, the Issuers will reimburse the
\nUnderwriters severally through Citigroup Global Markets Inc. on demand for all
\nreasonable out-of-pocket expenses (including reasonable fees and disbursements
\nof counsel) that shall have been incurred by them in connection with the
\nproposed purchase and sale of the Securities.<\/p>\n<\/p>\n

8. Indemnification and Contribution<\/u>. (a) The Issuers jointly and
\nseverally agree to indemnify and hold harmless each Underwriter, its affiliates,
\nthe directors, officers, employees and agents of each Underwriter and each
\nperson who controls any Underwriter within the meaning of either the Act or the
\nExchange Act against any and all losses, claims, damages or liabilities, joint
\nor several, to which they or any of them may become subject under the Act, the
\nExchange Act or other Federal or state statutory law or regulation, at common
\nlaw or otherwise, insofar as such losses, claims, damages or liabilities (or
\nactions in respect thereof) arise out of or are based upon any untrue statement
\nor alleged untrue statement of a material fact contained in the Registration
\nStatement or in any amendment thereof, or in the Base Prospectus, any
\nPreliminary Prospectus or any other preliminary prospectus supplement relating
\nto the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or
\nthe information contained in the final term sheet required to be prepared and
\nfiled pursuant to Section 5(b) hereto, or in any amendment thereof or supplement
\nthereto, or arise out of or are based upon the omission or alleged omission to
\nstate therein a material fact required to be stated therein (in the case of the
\nRegistration Statement) or necessary to make the statements therein not
\nmisleading, and agrees to reimburse each such indemnified party, as incurred,
\nfor any legal or other expenses reasonably<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

incurred by them in connection with investigating or defending any such loss,
\nclaim, damage, liability or action; provided<\/u>, however<\/u>, that the
\nIssuers will not be liable in any such case to the extent that any such loss,
\nclaim, damage or liability arises out of or is based upon any such untrue
\nstatement or alleged untrue statement or omission or alleged omission made
\ntherein in reliance upon and in conformity with written information furnished to
\nthe Issuers by or on behalf of any Underwriter through the Representatives
\nspecifically for inclusion therein. This indemnity agreement will be in addition
\nto any liability which the Issuers may otherwise have.<\/p>\n<\/p>\n

(b) Each Underwriter severally and not jointly agrees to indemnify and hold
\nharmless the Issuers, each of their directors, each of their officers, and each
\nperson who controls the Issuers within the meaning of either the Act or the
\nExchange Act, to the same extent as the foregoing indemnity from the Issuers to
\neach Underwriter, but only with reference to written information relating to
\nsuch Underwriter furnished to the Issuers by or on behalf of such Underwriter
\nthrough the Representatives specifically for inclusion in the documents referred
\nto in the foregoing indemnity. This indemnity agreement will be in addition to
\nany liability which any Underwriter may otherwise have. The Issuers acknowledge
\nthat the statements set forth (i) in the last paragraph of the cover page
\nregarding delivery of the Securities and, under the heading “Underwriting”, (ii)
\nthe list of Underwriters and their respective participation in the sale of the
\nSecurities, (iii) the sentences related to concessions and reallowances and (iv)
\nthe paragraph related to stabilization, syndicate covering transactions and
\npenalty bids in any Preliminary Prospectus and the Final Prospectus constitute
\nthe only information furnished in writing by or on behalf of the several
\nUnderwriters for inclusion in any Preliminary Prospectus, the Final Prospectus
\nor any Issuer Free Writing Prospectus.<\/p>\n<\/p>\n

(c) Promptly after receipt by an indemnified party under this Section 8 of
\nnotice of the commencement of any action, such indemnified party will, if a
\nclaim in respect thereof is to be made against the indemnifying party under this
\nSection 8, notify the indemnifying party in writing of the commencement thereof;
\nbut the failure so to notify the indemnifying party (i) will not relieve it from
\nliability under paragraph (a) or (b) above unless and to the extent it did not
\notherwise learn of such action and such failure results in the forfeiture by the
\nindemnifying party of substantial rights and defenses and (ii) will not, in any
\nevent, relieve the indemnifying party from any obligations to any indemnified
\nparty other than the indemnification obligation provided in paragraph (a) or (b)
\nabove. The indemnifying party shall be entitled to appoint counsel of the
\nindemnifying party153s choice at the indemnifying party153s expense to represent the
\nindemnified party in any action for which indemnification is sought (in which
\ncase the indemnifying party shall not thereafter be responsible for the fees and
\nexpenses of any separate counsel retained by the indemnified party or parties
\nexcept as set forth below); provided<\/u>, however<\/u>, that such counsel
\nshall be reasonably satisfactory to the indemnified party. Notwithstanding the
\nindemnifying party153s election to appoint counsel to represent the indemnified
\nparty in an action, the indemnified party shall have the right to employ
\nseparate counsel (including local counsel), and the indemnifying party shall
\nbear the reasonable fees, costs and expenses of such separate counsel if (i) the
\nuse of counsel chosen by the indemnifying party to represent the indemnified
\nparty would present such counsel with a conflict of interest, (ii) the actual or
\npotential defendants in, or targets of, any such action include both the
\nindemnified party and the indemnifying party and the indemnified party shall
\nhave reasonably concluded that there may be legal defenses available to it
\nand\/or other indemnified parties which are different from or additional to those
\navailable to the indemnifying party, (iii) the<\/p>\n<\/p>\n

19<\/p>\n

\n

\n

indemnifying party shall not have employed counsel reasonably satisfactory to
\nthe indemnified party to represent the indemnified party within a reasonable
\ntime after notice of the institution of such action or (iv) the indemnifying
\nparty shall authorize the indemnified party to employ separate counsel at the
\nexpense of the indemnifying party. It is understood and agreed that the
\nindemnifying party shall not, in connection with any proceeding or related
\nproceeding in the same jurisdiction, be liable for the fees and expenses of more
\nthan one separate firm (in addition to no more than one local counsel in any
\napplicable jurisdiction) for all indemnified parties, and that all such fees and
\nexpenses shall be reimbursed as they are incurred. An indemnifying party will
\nnot, without the prior written consent of the indemnified parties, settle or
\ncompromise or consent to the entry of any judgment with respect to any pending
\nor threatened claim, action, suit or proceeding in respect of which
\nindemnification or contribution may be sought hereunder (whether or not the
\nindemnified parties are actual or potential parties to such claim or action)
\nunless such settlement, compromise or consent includes an unconditional release
\nof each indemnified party from all liability arising out of such claim, action,
\nsuit or proceeding and does not include any statement as to or any finding of
\nfault, culpability or failure to act by or on behalf of any indemnified party.
\nThe indemnifying party shall not be liable for any settlement of any proceeding
\neffected without its written consent (which consent shall not be unreasonably
\nwithheld or delayed), but if settled with such consent or if there be a final
\njudgment for the plaintiff, the indemnifying party agrees to indemnify each
\nindemnified party from and against any loss or liability by reason of such
\nsettlement or judgment.<\/p>\n<\/p>\n

(d) In the event that the indemnity provided in paragraph (a) or (b) of this
\nSection 8 is unavailable to or insufficient to hold harmless an indemnified
\nparty for any reason, the Issuers and the Underwriters severally agree to
\ncontribute to the aggregate losses, claims, damages and liabilities (including
\nlegal or other expenses reasonably incurred in connection with investigating or
\ndefending the same) (collectively “Losses”) to which the Issuers and one or more
\nof the Underwriters may be subject in such proportion as is appropriate to
\nreflect the relative benefits received by the Issuers on the one hand and by the
\nUnderwriters on the other from the offering of the Securities; provided<\/u>,
\nhowever<\/u>, that in no case shall any Underwriter (except as may be provided
\nin any agreement among underwriters relating to the offering of the Securities)
\nbe responsible for any amount in excess of the underwriting discount or
\ncommission applicable to the Securities purchased by such Underwriter hereunder.
\nIf the allocation provided by the immediately preceding sentence is unavailable
\nfor any reason, the Issuers and the Underwriters severally shall contribute in
\nsuch proportion as is appropriate to reflect not only such relative benefits but
\nalso the relative fault of the Issuers on the one hand and of the Underwriters
\non the other in connection with the statements or omissions which resulted in
\nsuch Losses as well as any other relevant equitable considerations. Benefits
\nreceived by the Issuers shall be deemed to be equal to the total net proceeds
\nfrom the offering (before deducting expenses) received by it, and benefits
\nreceived by the Underwriters shall be deemed to be equal to the total
\nunderwriting discounts and commissions, in each case as set forth on the cover
\npage of the Final Prospectus. Relative fault shall be determined by reference
\nto, among other things, whether any untrue or any alleged untrue statement of a
\nmaterial fact or the omission or alleged omission to state a material fact
\nrelates to information provided by the Issuers on the one hand or the
\nUnderwriters on the other, the intent of the parties and their relative
\nknowledge, access to information and opportunity to correct or prevent such
\nuntrue statement or omission. The Issuers and the Underwriters agree that it
\nwould not be just and equitable if contribution were determined by pro rata
\nallocation or any other method of allocation which does not take account<\/p>\n<\/p>\n

20<\/p>\n

\n

\n

of the equitable considerations referred to above. Notwithstanding the
\nprovisions of this paragraph (d), no person guilty of fraudulent
\nmisrepresentation (within the meaning of Section 11(f) of the Act) shall be
\nentitled to contribution from any person who was not guilty of such fraudulent
\nmisrepresentation. For purposes of this Section 8, each person who controls an
\nUnderwriter within the meaning of either the Act or the Exchange Act and each
\ndirector, officer, employee and agent of an Underwriter shall have the same
\nrights to contribution as such Underwriter, and each person who controls the
\nIssuers within the meaning of either the Act or the Exchange Act, each officer
\nof the Issuers and each director of the Issuers shall have the same rights to
\ncontribution as the Issuers, subject in each case to the applicable terms and
\nconditions of this paragraph (d). The Underwriters153 obligations to contribute
\npursuant to this Section 8 are several in proportion to their respective
\npurchase obligations hereunder and not joint.<\/p>\n<\/p>\n

9. Default by an Underwriter<\/u>. If any one or more Underwriters shall
\nfail to purchase and pay for any of the Securities agreed to be purchased by
\nsuch Underwriter or Underwriters hereunder and such failure to purchase shall
\nconstitute a default in the performance of its or their obligations under this
\nAgreement, the remaining Underwriters shall be obligated severally to take up
\nand pay for (in the respective proportions which the principal amount of
\nSecurities set forth opposite their names in Schedule II hereto bears to the
\naggregate principal amount of Securities set forth opposite the names of all the
\nremaining Underwriters) the Securities which the defaulting Underwriter or
\nUnderwriters agreed but failed to purchase; provided<\/u>, however<\/u>,
\nthat in the event that the aggregate principal amount of Securities which the
\ndefaulting Underwriter or Underwriters agreed but failed to purchase shall
\nexceed 10% of the aggregate principal amount of Securities set forth in Schedule
\nII hereto, the remaining Underwriters shall have the right to purchase all, but
\nshall not be under any obligation to purchase any, of the Securities, and if
\nsuch nondefaulting Underwriters do not purchase all the Securities, this
\nAgreement will terminate without liability to any nondefaulting Underwriter or
\nthe Issuers. In the event of a default by any Underwriter as set forth in this
\nSection 9, the Closing Date shall be postponed for such period, not exceeding
\nfive Business Days, as the Representatives shall determine in order that the
\nrequired changes in the Registration Statement and the Final Prospectus or in
\nany other documents or arrangements may be effected. Nothing contained in this
\nAgreement shall relieve any defaulting Underwriter of its liability, if any, to
\nthe Issuers and any nondefaulting Underwriter for damages occasioned by its
\ndefault hereunder.<\/p>\n<\/p>\n

10. Termination<\/u>. This Agreement shall be subject to termination in the
\nabsolute discretion of the Representatives, by written notice given to the
\nIssuers prior to delivery of and payment for the Securities, if at any time
\nprior to such delivery and payment (i) (x) trading in the Company153s Common Stock
\nshall have been suspended by the Commission or the New York Stock Exchange
\n(which suspension is not attributable to any of clause (i)(y), (ii) or (iii) of
\nthis Section 10) or (y) trading in securities generally on the New York Stock
\nExchange shall have been suspended or limited or minimum prices shall have been
\nestablished on such exchange, (ii) a banking moratorium shall have been declared
\neither by Federal or New York State authorities or (iii) there shall have
\noccurred any outbreak or escalation of hostilities, declaration by the United
\nStates of a national emergency or war, or other calamity or crisis the effect of
\nwhich on financial markets is such as to make it, in the sole judgment of the
\nRepresentatives, impractical or inadvisable to proceed with the offering, sale
\nor delivery of the Securities as contemplated by any Preliminary Prospectus or
\nthe Final Prospectus (exclusive of any amendment or supplement thereto
\nsubsequent to the date hereof).<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

11. Representations and Indemnities to Survive<\/u>. The respective
\nagreements, representations, warranties, indemnities and other statements of the
\nIssuers or their officers and of the Underwriters set forth in or made pursuant
\nto this Agreement will remain in full force and effect, regardless of any
\ninvestigation made by or on behalf of any Underwriter or its affiliates or the
\nIssuers or any of the officers, directors, employees, agents or controlling
\npersons referred to in Section 8 hereof, and will survive delivery of and
\npayment for the Securities. The provisions of Sections 7 and 8 hereof shall
\nsurvive the termination or cancellation of this Agreement.<\/p>\n<\/p>\n

12. Notices<\/u>. All communications hereunder will be in writing and
\neffective only on receipt, and, if sent to the Representatives, will be mailed,
\ndelivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax
\nno.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global
\nMarkets Inc., at 388 Greenwich Street, New York, New York 10013, Attention:
\nGeneral Counsel, with a copy mailed, delivered or telefaxed to William J.
\nMiller, Esq. (fax no.: (212) 269-5420) at Cahill Gordon & Reindel llp, 80
\nPine Street, New York, NY 10005; or, if sent to the Issuers, will be mailed,
\ndelivered or telefaxed to (fax no.: (212) 790-9988) and confirmed to it at 1411
\nBroadway, New York, New York 10018, Attention: General Counsel, with a copy
\nmailed, delivered or telefaxed to William V. Fogg, Esq. (fax no.: (212)
\n474-3700) at Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth
\nAvenue, New York, NY 10019.<\/p>\n<\/p>\n

13. Successors<\/u>. This Agreement will inure to the benefit of and be
\nbinding upon the parties hereto and their respective successors and the
\nofficers, directors, employees, agents and controlling persons referred to in
\nSection 8 hereof, and no other person will have any right or obligation
\nhereunder.<\/p>\n<\/p>\n

14. No Fiduciary Duty<\/u>. The Issuers hereby acknowledge that (a) the
\npurchase and sale of the Securities pursuant to this Agreement is an
\narm153s-length commercial transaction between the Issuers, on the one hand, and
\nthe Underwriters and any affiliate through which it may be acting, on the other,
\n(b) the Underwriters are acting as principal and not as an agent or fiduciary of
\nthe Issuers and (c) the Issuers153 engagement of the Underwriters in connection
\nwith the offering and the process leading up to the offering is as independent
\ncontractors and not in any other capacity. Furthermore, the Issuers agree that
\nthey are solely responsible for making their own judgments in connection with
\nthe offering (irrespective of whether any of the Underwriters has advised or is
\ncurrently advising the Issuers on related or other matters). The Issuers agree
\nthat they will not claim that the Underwriters have rendered advisory services
\nof any nature or respect, or owe an agency, fiduciary or similar duty to the
\nIssuers, in connection with such transaction or the process leading thereto.\n<\/p>\n<\/p>\n

15. Integration<\/u>. This Agreement supersedes all prior agreements and
\nunderstandings (whether written or oral) between the Issuers and the
\nUnderwriters, or any of them, with respect to the subject matter hereof.<\/p>\n<\/p>\n

16. Applicable Law<\/u>. This Agreement will be governed by and construed
\nin accordance with the laws of the State of New York applicable to contracts
\nmade and to be performed within the State of New York.<\/p>\n<\/p>\n

22<\/p>\n

\n

\n

17. Waiver of Jury Trial<\/u>. The Issuers hereby irrevocably waive, to the
\nfullest extent permitted by applicable law, any and all right to trial by jury
\nin any legal proceeding arising out of or relating to this Agreement or the
\ntransactions contemplated hereby.<\/p>\n<\/p>\n

18. Counterparts<\/u>. This Agreement may be signed in one or more
\ncounterparts, each of which shall constitute an original and all of which
\ntogether shall constitute one and the same agreement.<\/p>\n<\/p>\n

19. Headings<\/u>. The section headings used herein are for convenience
\nonly and shall not affect the construction hereof.<\/p>\n<\/p>\n

20. Miscellaneous<\/u>. In accordance with the requirements of the USA
\nPatriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
\nthe Underwriters are required to obtain, verify and record information that
\nidentifies their respective clients, including the Issuers, which information
\nmay include the name and address of their respective clients, as well as other
\ninformation that will allow the Underwriters to properly identify their
\nrespective clients.<\/p>\n<\/p>\n

21. Definitions<\/u>. The terms that follow, when used in this Agreement,
\nshall have the meanings indicated.<\/p>\n<\/p>\n

“Act<\/strong>” shall mean the Securities Act of 1933, as amended and
\nthe rules and regulations of the Commission promulgated thereunder.<\/p>\n<\/p>\n

“Base Prospectus<\/strong>” shall mean the base prospectus referred to
\nin paragraph 1(a) above contained in the Registration Statement at the Effective
\nDate.<\/p>\n<\/p>\n

“Business Day<\/strong>” shall mean any day other than a Saturday, a
\nSunday or a legal holiday or a day on which banking institutions or trust
\ncompanies are authorized or obligated by law to close in New York City.<\/p>\n<\/p>\n

“Commission<\/strong>” shall mean the Securities and Exchange
\nCommission.<\/p>\n<\/p>\n

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

“Effective Date<\/strong>” shall mean each date and time that the
\nRegistration Statement and any post-effective amendment or amendments thereto
\nbecame or becomes effective.<\/p>\n<\/p>\n

“Exchange Act<\/strong>” shall mean the Securities Exchange Act of
\n1934, as amended, and the rules and regulations of the Commission promulgated
\nthereunder.<\/p>\n<\/p>\n

“Execution Time<\/strong>” shall mean 4:15 p.m. on March 2, 2011.<\/p>\n<\/p>\n

“Final Prospectus<\/strong>” shall mean the prospectus supplement
\nrelating to the Securities that was first filed pursuant to Rule 424(b) after
\nthe Execution Time, together with the Base Prospectus.<\/p>\n<\/p>\n

“FINRA<\/strong>” shall mean the Financial Industry Regulatory
\nAuthority.<\/p>\n<\/p>\n

23<\/p>\n

\n

\n

“Free Writing Prospectus<\/strong>” shall mean a free writing
\nprospectus, as defined in Rule 405.<\/p>\n<\/p>\n

“Issuer Free Writing Prospectus<\/strong>” shall mean an issuer free
\nwriting prospectus, as defined in Rule 433.<\/p>\n<\/p>\n

“Preliminary Prospectus<\/strong>” shall mean any preliminary
\nprospectus supplement to the Base Prospectus referred to in paragraph 1(a) above
\nwhich is used prior to the filing of the Final Prospectus, together with the
\nBase Prospectus.<\/p>\n<\/p>\n

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

“Rule 158<\/strong>“, “Rule 163<\/strong>“, “Rule
\n164<\/strong>“, “Rule 172<\/strong>“, “Rule 405<\/strong>“,
\n“Rule 415<\/strong>“, “Rule 424<\/strong>“, “Rule
\n430B<\/strong>” and “Rule 433<\/strong>” refer to such rules under the
\nAct.<\/p>\n<\/p>\n

“Significant Subsidiary<\/strong>” shall have the meaning assigned to
\nsuch term in Rule 1-02 of Regulation S-X.<\/p>\n<\/p>\n

“Trust Indenture Act<\/strong>” shall mean the Trust Indenture Act of
\n1939, as amended and the rules and regulations of the Commission promulgated
\nthereunder.<\/p>\n<\/p>\n

“Well-Known Seasoned Issuer<\/strong>” shall mean a well-known
\nseasoned issuer, as defined in Rule 405.<\/p>\n<\/p>\n

24<\/p>\n

\n

\n

If the foregoing is in accordance with your understanding of our agreement,
\nplease sign and return to us the enclosed duplicate hereof, whereupon this
\nletter and your acceptance shall represent a binding agreement among the Issuers
\nand the several Underwriters.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Very truly yours,<\/p>\n

THE JONES GROUP INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Joseph T. Donnalley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Joseph T. Donnalley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Treasurer and Senior Vice President, Corporation Taxation and
\nRisk Management<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

JONES APPAREL GROUP HOLDINGS, INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Joseph T. Donnalley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Joseph T. Donnalley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Treasurer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

JONES APPAREL GROUP USA, INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Joseph T. Donnalley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Joseph T. Donnalley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Treasurer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

JAG FOOTWEAR, ACCESSORIES AND
\nRETAIL CORPORATION<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Joseph T. Donnalley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Joseph T. Donnalley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President and Treasurer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

25<\/p>\n

\n

\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The foregoing Agreement is
\nhereby confirmed and accepted
\nas of the date specified in
\nSchedule I hereto.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CITIGROUP GLOBAL MARKETS INC.
\nJ.P. MORGAN SECURITIES LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ David Leland<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

David Leland<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Cornelius J. Droogan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Cornelius J. Droogan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For themselves and the other
\nseveral Underwriters, if any,
\nnamed in Schedule II to the
\nforegoing Agreement.<\/p>\n<\/p>\n

26<\/p>\n

\n

\n

ANNEX A<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Entity<\/p>\n<\/td>\n

<\/td>\n\n

Jurisdiction<\/p>\n<\/td>\n<\/tr>\n

\n

JAG Footwear, Accessories and Retail Corporation<\/p>\n<\/td>\n

<\/td>\n\n

New Jersey<\/p>\n<\/td>\n<\/tr>\n

\n

Jones Apparel Group Canada ULC<\/p>\n<\/td>\n

<\/td>\n\n

Canada<\/p>\n<\/td>\n<\/tr>\n

\n

Jones Apparel Group Canada, LP<\/p>\n<\/td>\n

<\/td>\n\n

Canada<\/p>\n<\/td>\n<\/tr>\n

\n

Jones Apparel Group Holdings, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Jones Apparel Group USA, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Jones Holding Inc.<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Jones Investment Co. Inc.<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Jones Jeanswear Group, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

New York<\/p>\n<\/td>\n<\/tr>\n

\n

Jones Jewelry Group, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

Rhode Island<\/p>\n<\/td>\n<\/tr>\n

\n

Nine West Development Corporation<\/p>\n<\/td>\n

<\/td>\n\n

Delaware<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SCHEDULE I<\/p>\n

\n

Underwriting Agreement dated March 2, 2011<\/p>\n<\/p>\n

Registration Statement No. 333-166566<\/p>\n<\/p>\n

Representatives: Citigroup Global Markets Inc. and J.P. Morgan Securities LLC\n<\/p>\n<\/p>\n

Title, Purchase Price and Description of Securities:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

6.875% Senior Notes due 2019<\/p>\n<\/td>\n<\/tr>\n

\n

Principal amount:<\/p>\n<\/td>\n

<\/td>\n\n

$300,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

Purchase price (include accrued interest or amortization, if any):<\/p>\n<\/td>\n

<\/td>\n\n

$294,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

Sinking fund provisions:<\/p>\n<\/td>\n

<\/td>\n\n

None<\/p>\n<\/td>\n<\/tr>\n

\n

Redemption provisions:<\/p>\n<\/td>\n

<\/td>\n\n

As set forth in the Disclosure Package<\/p>\n<\/td>\n<\/tr>\n

\n

Other provisions:<\/p>\n<\/td>\n

<\/td>\n\n

As set forth in the Disclosure Package<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

Type of Offering: Non-delayed<\/p>\n<\/p>\n

Date referred to in Section 5(i) after which the Issuers may offer or sell
\ndebt securities issued or guaranteed by the Issuers without the consent of the
\nRepresentative(s): April 18, 2011<\/p>\n<\/p>\n

Modification of items to be covered by the letters from BDO USA, LLP and J.H.
\nCohn LLP delivered pursuant to Section 6(f) at the Execution Time: None<\/p>\n<\/p>\n

\n

SCHEDULE II<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Principal Amount<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

of Securities to<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Underwriters<\/p>\n<\/td>\n

<\/td>\n\n

be Purchased<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

120,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

99,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SunTrust Robinson Humphrey, Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

300,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

SCHEDULE III<\/p>\n

\n

ISSUER FREE WRITING PROSPECTUS
\n(RELATING TO PRELIMINARY PROSPECTUS SUPPLEMENT
\nDATED MARCH 2, 2011)
\nFILED PURSUANT TO RULE 433
\nREGISTRATION NUMBER 333-166566<\/p>\n

\n

THE JONES GROUP INC.
\nJONES APPAREL GROUP HOLDINGS, INC.
\nJONES APPAREL GROUP USA, INC.
\nJAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION<\/strong><\/p>\n

\n

$300,000,000 6.875% Senior Notes due 2019<\/strong>\n<\/p>\n

\n

Final Pricing Term Sheet<\/strong><\/p>\n

\n

March 2, 2011<\/strong><\/p>\n

\n

This Final Pricing Term Sheet is qualified in its entirety by reference to
\nthe Preliminary Prospectus Supplement. The information in this Final Pricing
\nTerm Sheet supplements the Preliminary Prospectus Supplement and supersedes the
\ninformation in the Preliminary Prospectus Supplement to the extent inconsistent
\nwith the information in the Preliminary Prospectus Supplement.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issuers:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The Jones Group Inc.; Jones Apparel Group Holdings, Inc.; Jones Apparel Group
\nUSA, Inc.; JAG Footwear, Accessories and Retail Corporation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Securities:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

6.875% Senior Notes due 2019 (“Notes”)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Amount:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$300,000,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Coupon (Interest Rate):<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

6.875%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Yield:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

6.875%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Spread to Benchmark Treasury:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

380 bps<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Benchmark Treasury:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

2.750% due February, 2019<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Scheduled Maturity Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

March 15, 2019<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Public Offering Price:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

100.00% plus accrued interest, if any, from March 7, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Gross Proceeds:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$300,000,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriting Discount:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

2.00% of gross proceeds<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Net Proceeds to Issuer before Estimated Expenses:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$294,000,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Net Proceeds to Issuer after Estimated Expenses:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$293,177,500<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Payment Dates:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

March 15 and September 15 of each year, commencing on September 15, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Record Dates:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

March 1 and September 1 of each year<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Redemption<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The Notes will be redeemable in whole at any time or in part from time to
\ntime, at the Issuers153 option, at a redemption price equal to the greater of:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(1) 100% of the principal amount of the Notes then outstanding to be
\nredeemed; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(2) the sum of the present values of the remaining scheduled payments of
\nprincipal and interest on the Notes to be redeemed discounted to the date of
\nredemption at the applicable treasury rate, plus 50 basis points.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Change of Control Triggering Event:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Upon the occurrence of a change of control triggering event (defined as a
\nrating of lower than investment grade during a change of control trigger
\nperiod), each holder of Notes will have the right to require the Issuers to
\npurchase all or a portion of such holder153s Notes at a purchase price equal to
\n101% of the principal amount thereof plus accrued and unpaid interest, if any,
\nto the date of purchase, subject to the rights of holders of Notes on the
\nrelevant record date to receive interest due on the relevant interest payment
\ndate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CUSIP:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

48020U AA6<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ISIN:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

US48020UAA60<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Distribution:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

SEC Registered (Registration No. 333-166566)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Listing:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

None<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Trade Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

March 2, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Settlement Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

March 7, 2011 (T+3)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriting<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Principal Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Underwriter<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

of Notes<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

120,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

J.P. Morgan Securities Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

99,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

SunTrust Robinson Humphrey, Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Total<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

300,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Notes sold by the underwriters to the public will initially be offered at the
\ninitial public offering price set forth above. Any notes sold by the
\nunderwriters to securities dealers may be sold at a discount from the initial
\npublic offering price of up to 0.375% of the principal amount of the notes. Any
\nsuch securities dealers may resell any notes purchased from the underwriters to
\ncertain other brokers or dealers at a discount from the initial public offering
\nprice of up to 0.25% of the principal amount of the notes. If all the notes are
\nnot sold at the initial offering price, the underwriters may change the offering
\nprice and the other selling terms<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Issuers have filed a registration statement (including a
\nprospectus) with the SEC for the offering to which this communication relates.
\nBefore you invest, you should read the prospectus in that registration statement
\nand other documents the Issuers have filed with the SEC for more<\/strong><\/p>\n<\/p>\n

-2-<\/p>\n

\n

\n

complete information about the Issuers and this offering. You may get
\nthese documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
\nAlternatively, copies may be obtained from Citigroup Global Markets Inc. at the
\nfollowing address: Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn,
\nNew York 11220 or by calling toll-free at: 800-831-9146.<\/strong><\/p>\n<\/p>\n

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
\nAPPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR
\nOTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
\nBEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.<\/strong><\/p>\n<\/p>\n

-3-<\/p>\n

\n

\n

Exhibit A-1<\/strong><\/p>\n

\n

Opinion of Cravath, Swaine & Moore LLP<\/strong>\n<\/p>\n

\n

[l], 2011<\/p>\n

\n

The Jones Group Inc.<\/u>
\nJones Apparel Group Holdings, Inc.<\/u>
\nJones Apparel Group USA, Inc.<\/u>
\nJAG Footwear, Accessories and Retail Corporation<\/u><\/p>\n

\n

$300,000,000<\/u>
\nPrincipal Amount of<\/u>
\n6.875% Senior Notes due 2019<\/u><\/p>\n

\n

Ladies and Gentlemen:<\/p>\n<\/p>\n

We have acted as counsel for The Jones Group Inc., a Pennsylvania corporation
\n(“the Jones Group”) and its subsidiaries Jones Apparel Group Holdings, Inc., a
\nDelaware corporation (“Jones Holdings”), Jones Apparel Group USA, Inc., a
\nDelaware corporation (“Jones USA” and, together with Jones Holdings, the
\n“Delaware Issuers”), and JAG Footwear, Accessories and Retail Corporation, a New
\nJersey corporation (“JAG Footwear” and, together with the Jones Group and the
\nDelaware Issuers, the “Issuers”), in connection with the purchase by the several
\nUnderwriters (the “Underwriters”) listed on Schedule II to the Underwriting
\nAgreement dated March 2, 2011 (the “Underwriting Agreement”), among Citigroup
\nGlobal Markets Inc. and J.P. Morgan Securities LLC, as representatives of the
\nUnderwriters, and the Issuers, of $300,000,000 principal amount of the Issuers153
\n6.875% Senior Notes due 2019 (the “Notes”) to be issued pursuant to an indenture
\ndated [l], 2011 (the “Indenture”), among the Issuers and U.S. Bank National
\nAssociation, as trustee.<\/p>\n<\/p>\n

In that connection, we have examined originals, or copies certified or
\notherwise identified to our satisfaction, of such documents, corporate records
\nand other instruments as we have deemed necessary or appropriate for the
\npurposes of this opinion, including: (a) the Certificate of Incorporation of
\neach Delaware Issuer, as amended;<\/p>\n<\/p>\n

\n

(b) the By-laws of each Delaware Issuer; (c) resolutions adopted by the Board
\nof Directors of each Delaware Issuer on May 6, 2010; (d) the Registration
\nStatement on Form S-3 (Registration No. 333-166566), filed with the Securities
\nand Exchange Commission (the “Commission”) on May 6, 2010 (the “Registration
\nStatement”) for registration under the Securities Act of 1933 (the “Securities
\nAct”), of an indeterminate amount of debt securities to be issued from time to
\ntime by the Issuers; (e) the related prospectus dated May 6, 2010 (together with
\nthe documents incorporated therein by reference, the “Basic Prospectus”); (f)
\nthe resolutions adopted by the Board of Directors of each Delaware Issuer on
\n[l], 2011; (g) the Prospectus Supplement dated [l], 2011, filed with the
\nCommission pursuant to Rule 424(b) of the General Rules and Regulations under
\nthe Securities Act (together with the Basic Prospectus, the “Prospectus”); (h)
\nthe documents and other information described in Annex A to this letter
\n(together, the “Specified Disclosure Package”); (i) the Underwriting Agreement;
\n(j) the Indenture and the form of the Note; and (k) the agreements specified on
\nSchedule I hereto (collectively, the “Specified Agreements”). We have relied
\nupon advice from the Commission that the Registration Statement initially became
\neffective on May 6, 2010. We have also relied, with respect to certain factual
\nmatters, on the representations and warranties of the Issuers and the
\nUnderwriters contained in the Underwriting Agreement, and have assumed
\ncompliance by each such party with the terms of the Underwriting Agreement. In
\nparticular, we have relied upon each of the Issuers153 representations that it has
\nnot been notified pursuant to Rule 401(g) of the Securities Act of any objection
\nby the Commission to the use of the form on which the Registration Statement was
\nfiled.<\/p>\n<\/p>\n

Our identification of information as part of the Specified Disclosure Package
\nhas been at your request and with your approval. Such identification is for the
\nlimited purpose of making the statements set forth in this opinion regarding the
\nSpecified Disclosure Package and is not the expression of a view by us as to
\nwhether any such information has been or should have been conveyed to investors
\ngenerally or to any particular investors at any particular time or in any
\nparticular manner.<\/p>\n<\/p>\n

Based on the foregoing and subject to the qualifications set forth herein, we
\nare of opinion as follows:<\/p>\n<\/p>\n

1. Based solely on a certificate from the Secretary of State of the State of
\nDelaware, each Delaware Issuer is a corporation validly existing and in good
\nstanding under the laws of the State of Delaware, with all necessary corporate
\npower and authority to own, lease and operate its properties and conduct its
\nbusinesses as described in the Prospectus.<\/p>\n<\/p>\n

2. The Notes conform in all material respects to the description thereof
\ncontained in the Prospectus and the Specified Disclosure Package.<\/p>\n<\/p>\n

3. The Indenture has been duly qualified under the Trust Indenture Act of
\n1939.<\/p>\n<\/p>\n

4. The Indenture has been duly authorized, executed and delivered by each
\nDelaware Issuer. Assuming that the Indenture has been duly authorized, executed
\nand<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

delivered by the Issuers (other than the Delaware Issuers), the Indenture
\nconstitutes a legal, valid and binding obligation of each of the Issuers
\nenforceable against each of the Issuers in accordance with its terms (subject to
\napplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
\ntransfer and other similar laws affecting creditors153 rights generally from time
\nto time in effect and to general principles of equity, including, without
\nlimitation, concepts of materiality, reasonableness, good faith and fair
\ndealing, regardless of whether considered in a proceeding in equity or at law).\n<\/p>\n<\/p>\n

5. The Notes have been duly authorized by each Delaware Issuer. Assuming that
\nthe Notes have been duly authorized by the Issuers (other than the Delaware
\nIssuers), when executed and authenticated in accordance with the provisions of
\nthe Indenture and delivered to and paid for by the Underwriters pursuant to the
\nUnderwriting Agreement, the Notes will constitute legal, valid and binding
\nobligations of each of the Issuers, entitled to the benefits of the Indenture
\nand enforceable against the Issuers in accordance with their terms (subject to
\napplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
\ntransfer and other similar laws affecting creditors153 rights generally from time
\nto time in effect and to general principles of equity, including, without
\nlimitation, concepts of materiality, reasonableness, good faith and fair
\ndealing, regardless of whether considered in a proceeding in equity or at law).\n<\/p>\n<\/p>\n

6. The Underwriting Agreement has been duly authorized, executed and
\ndelivered by each Delaware Issuer.<\/p>\n<\/p>\n

7. No authorization, approval or other action by, and no notice to, consent
\nof, order of, or filing with, any United States Federal, New York State or, to
\nthe extent required under the General Corporation Law of the State of Delaware,
\nDelaware governmental authority is required to be made or obtained by any Issuer
\nfor the consummation of the transactions contemplated by the Underwriting
\nAgreement, other than (a) those that have been obtained or made under the
\nSecurities Act or the Trust Indenture Act of 1939, (b) those that may be
\nrequired under the Securities Act in connection with the use of a “free writing
\nprospectus” and (c) those that may be required under the blue sky laws of any
\njurisdiction in connection with the purchase and distribution of the Notes by
\nthe Underwriters.<\/p>\n<\/p>\n

8. The issue and sale by the Issuers of the Notes, the consummation of the
\nother transactions contemplated by the Underwriting Agreement and the
\nperformance by each Issuer of its obligations under the Underwriting Agreement
\n(a) do not violate the Certificate of Incorporation or By-laws of any Delaware
\nIssuer, (b) do not result in a breach of or constitute a default under the
\nexpress terms and conditions of any Specified Agreement and (c) will not violate
\nany law, rule or regulation of the United States of America, the State of New
\nYork or the General Corporation Law of the State of Delaware. Our opinion in
\nclause (b) of the preceding sentence relating to the Specified Agreements does
\nnot extend to compliance with any financial ratio or any limitation in any
\ncontractual restriction expressed as a dollar amount (or an amount expressed in
\nanother currency).<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

9. The statements made in the Prospectus and the Specified Disclosure Package
\nunder the caption “Material United States Federal Income Tax Considerations”,
\ninsofar as they purport to describe the material tax consequences of an
\ninvestment in the Notes, fairly summarize the matters therein described.<\/p>\n<\/p>\n

10. The Registration Statement became effective under the Securities Act on
\nMay 6, 2010, and, assuming prior payment by the Issuers of the pay-as-you-go
\nregistration fee for the offering of the Notes, upon filing of the Prospectus
\nwith the Commission the offering of the Notes as contemplated by the Prospectus
\nbecame registered under the Securities Act; to our knowledge, no stop order
\nsuspending the effectiveness of the Registration Statement has been issued and
\nno proceedings for that purpose have been instituted or are pending or
\ncontemplated under the Securities Act.<\/p>\n<\/p>\n

11. Based solely on the certificate dated the date hereof, from an officer of
\neach Issuer, attached as Exhibit A hereto, no Issuer is required to register as
\nan “investment company” as such term is defined in the Investment Company Act of
\n1940, as amended.<\/p>\n<\/p>\n

The foregoing opinions are qualified as follows:<\/p>\n<\/p>\n

(a) We express no opinion herein as to any provision of the Indenture or the
\nNotes that (i) relates to the subject matter jurisdiction of any Federal court
\nof the United States of America, or any Federal appellate court, to adjudicate
\nany controversy related to the Indenture or the Notes, (ii) contains a waiver of
\nan inconvenient forum or (iii) relates to the waiver of rights to jury trial. We
\nalso express no opinion as to (x) whether a state court outside the State of New
\nYork or a Federal court of the United States would give effect to the choice of
\nNew York law provided for in the Indenture or the Notes or (y) the effect of any
\nprovision in the certificate of incorporation of Jones Holdings of the type
\npermitted by Section 102(b)(2) of the General Corporation Law of the State of
\nDelaware.<\/p>\n<\/p>\n

(b) We understand that you are satisfying yourselves as to the status under
\nSection 548 of the Bankruptcy Code and applicable state fraudulent conveyance
\nlaws of the obligations of the Issuers under the Indenture and the Notes, and we
\nexpress no opinion thereon.<\/p>\n<\/p>\n

(c) We express no opinion with respect to the enforcement of any provision of
\nany agreement providing for indemnification or contribution to the extent
\ncontrary or inconsistent with public policy.<\/p>\n<\/p>\n

(d) We express no opinion with respect to compliance with, or the application
\nor effect of, Federal or state securities laws, except to the extent set forth
\nin paragraphs 3, 7, 8, and 10 above.<\/p>\n<\/p>\n

We are admitted to practice in the State of New York, and we express no
\nopinion as to matters governed by any laws other than the laws of the State of
\nNew York, the General Corporation Law of the State of Delaware and the Federal
\nlaws of the United States of America. In particular, we express no opinion as to
\nany matter governed by the laws of the State of New Jersey or the Commonwealth
\nof Pennsylvania.<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

In rendering this opinion, we have assumed, without independent
\ninvestigation, the correctness of, and take no responsibility for, the opinions
\ndated [l], 2011, of (i) Drinker Biddle & Reath LLP, a copy of which has been
\ndelivered to you pursuant to paragraph (c) of Section 6 of the Underwriting
\nAgreement, as to all matters of law covered therein relating to the laws of the
\nState of New Jersey and (ii) Schnader, Harrison, Segal & Lewis LLP, a copy
\nof which has been delivered to you pursuant to paragraph (c) of Section 6 of the
\nUnderwriting Agreement, as to all matters of law covered therein relating to the
\nlaws of the Commonwealth of Pennsylvania.<\/p>\n<\/p>\n

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

Very truly yours,<\/p>\n

\n

The several Underwriters listed on
\nSchedule II to the Underwriting
\nAgreement, among the Issuers and
\nCitigroup Global Markets Inc. and
\nJ.P. Morgan Securities LLC, as representatives
\nfor the several Underwriters<\/p>\n<\/p>\n

In care of<\/p>\n<\/p>\n

Citigroup Global Markets Inc.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

388<\/p>\n<\/td>\n

<\/td>\n\n

Greenwich Street<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n\n

New York, New York 10013<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n

\n

Annex A<\/p>\n

\n

Specified Disclosure Package<\/u><\/p>\n

\n

Capitalized terms used in this Annex A have the meanings given to them in the
\nletter to which this Annex A is attached.<\/p>\n<\/p>\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Preliminary Prospectus Supplement dated March 2, 2011 (including the Basic
\nProspectus therein)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

Final Term Sheet dated March 2, 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SCHEDULE I<\/p>\n

\n

Specified Agreements<\/u><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Indenture, dated as of November 22, 2004, by and among Jones Apparel Group,
\nInc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG
\nFootwear, Accessories and Retail Corporation, and U.S. Bank National
\nAssociation, as Trustee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

First Supplemental Indenture, dated as of December 31, 2006, by and among
\nJones Apparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel
\nGroup USA, Inc., JAG Footwear, Accessories and Retail Corporation, and U.S. Bank
\nNational Association, as Trustee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

Second Supplemental Indenture, dated as of April 15, 2009, by and among Jones
\nApparel Group, Inc., Jones Apparel Group Holdings, Inc., Jones Apparel Group
\nUSA, Inc., JAG Footwear, Accessories and Retail Corporation, and U.S. Bank
\nNational Association, as Trustee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

Credit Agreement, dated as of May 13, 2009, among Jones Apparel Group, Inc.,
\nJones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc., JAG Footwear,
\nAccessories and Retail Corporation, Jones Investment Co. Inc., Jones Jeanswear
\nGroup, Inc., Nine West Development Corporation, Jones Jewelry Group, Inc., Jones
\nApparel Group Canada, LP, the lending institutions party thereto and JPMorgan
\nChase Bank, N.A., as administrative agent, as amended by Amendment No. 1 and
\nConsent to Credit Agreement, dated as of May 5, 2010, as further amended by
\nAmendment No. 2, dated as of June 29, 2010.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

Security Agreement dated as of May 13, 2009, among Jones Apparel Group, Inc.
\n(now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones
\nApparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, Jones
\nInvestment Co. Inc., Jones Jeanswear Group, Inc., Nine West Development
\nCorporation, Jones Jewelry Group, Inc., Apparel Testing Services, Inc., Jones
\nDistribution Corporation, Jones Management Service Company, Jones Holding Inc.,
\nJones Apparel Group Canada, LP and JPMorgan Chase Bank, N.A., as administrative
\nagent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EXHIBIT A<\/p>\n

\n

OFFICER153S CERTIFICATE
\nINVESTMENT COMPANY ACT OF 1940<\/p>\n

\n

The undersigned hereby certifies as follows:<\/p>\n<\/p>\n

I am the duly elected officer, holding the office specified below my
\nsignature of each of The Jones Group Inc., Jones Apparel Group Holdings, Inc.,
\nJones Apparel Group USA, Inc., and JAG Footwear, Accessories and Retail
\nCorporation (collectively, the “Company<\/u>“), and am authorized to execute
\nand deliver this Officer153s Certificate on behalf of the Company.<\/p>\n<\/p>\n

I am executing this Certificate knowing that it will be relied upon by
\nCravath, Swaine & Moore LLP in connection with its legal opinions to be
\ndelivered on the date hereof in connection with the Underwriting Agreement dated
\nMarch 2, 2011.<\/p>\n<\/p>\n

(a) The Company:<\/p>\n<\/p>\n

is not and does not hold itself out as being engaged primarily, and does not
\npropose to engage primarily, in the business of investing, reinvesting or
\ntrading in Securities (as such term is defined in clause (b) of this paragraph
\n3);<\/p>\n<\/p>\n

is not and does not propose to engage in the business of issuing Face-Amount
\nCertificates of the Installment Type (as such term is defined in clause (b) of
\nthis paragraph 3), and has not been engaged in such business or have any such
\ncertificate outstanding; and<\/p>\n<\/p>\n

(iii) is not engaged and does not propose to engage in the business of
\ninvesting, reinvesting, owning, holding or trading in Securities, and does not
\nown or propose to acquire Investment Securities (as such term is defined in
\nclause (b) of this paragraph 3) having a value exceeding 40% of the value of its
\ntotal assets, exclusive of Government Securities (as such term is defined in
\nclause (b) of this paragraph 3) and cash items, on an unconsolidated basis.<\/p>\n<\/p>\n

For purposes of clause (a), the following terms have the following meanings:\n<\/p>\n<\/p>\n

“Face-Amount Certificate of the Installment Type”<\/u> means any
\ncertificate, investment contract, or other Security which represents an
\nobligation on the part of its issuer to pay a stated or determinable sum or sums
\nat a fixed or determinable date or dates more than twenty-four months after the
\ndate of issuance, in consideration of the payment of periodic installments of a
\nstated or determinable amount.<\/p>\n<\/p>\n

“Government Security”<\/u> means any Security issued or guaranteed as to
\nprincipal or interest by the United States, or by a person controlled or
\nsupervised by and acting as an instrumentality of the Government of the United
\nStates pursuant to authority granted by the Congress of the United States; or
\nany certificate of deposit for any of the foregoing.<\/p>\n<\/p>\n

“Investment Securities”<\/u> includes all Securities except (A) Government
\nSecurities, (B) Securities issued by employees153 securities companies, and (C)
\nSecurities<\/p>\n<\/p>\n

\n

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

“Securities”<\/u> means any note, stock, treasury stock, bond, debenture,
\nevidence of indebtedness, certificate of interest or participation in any
\nprofit-sharing agreement, collateral-trust certificate, preorganization
\ncertificate or subscription, transferable share, investment contract,
\nvoting-trust certificate, certificate of deposit for a security, fractional
\nundivided interest in oil, gas, or other mineral rights, any put, call,
\nstraddle, option or privilege on any security (including a certificate of
\ndeposit) or on any group or index of securities (including any interest therein
\nor based on the value thereof), or any put, call, straddle, option, or privilege
\nentered into on a national securities exchange relating to foreign currency, or,
\nin general, any interest or instrument commonly known as a “security,” or any
\ncertificate of interest or participation in, temporary or interim certificate
\nfor, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
\nany of the foregoing.<\/p>\n<\/p>\n

[signature page follows]<\/p>\n

\n

\n

IN WITNESS WHEREOF, the undersigned has signed this Officer153s Certificate as
\nof the [l] day of [l], 2011.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

THE JONES GROUP INC., JONES APPAREL GROUP HOLDINGS, INC., JONES APPAREL GROUP
\nUSA, INC., JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

EXHIBIT A-2
\nOpinion of Schnader, Harrison, Segal & Lewis LLP<\/strong><\/p>\n

\n

_________ ___, 2011<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\nAs Representatives of the several Underwriters
\nc\/o Citigroup Global Markets Inc.
\n388 Greenwich Street
\nNew York, New York 10013<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

Re:<\/p>\n<\/td>\n

<\/td>\n\n

Purchase of $300,000,000 6.875% Senior Notes Due 2019 of The Jones Group
\nInc., Jones Apparel Group Holdings, Inc., Jones Apparel Group USA, Inc. and JAG
\nFootwear, Accessories and Retail Corporation<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Dear Ladies and Gentlemen:<\/p>\n<\/p>\n

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

A Registration Statement on Form S-3 (File No. 333-166566) relating to the
\noffer and sale from time to time of securities of the Issuers was filed with the
\nCommission and, as thereafter amended, became effective under the Act on May 6,
\n2010. Such Registration Statement, as amended at the time it became effective
\nand including the documents incorporated therein by reference, is hereinafter
\nreferred to as the “Registration Statement.” The Issuers153 prospectus dated May
\n6, 2010 included in the Registration Statement, including the documents
\nincorporated therein by reference, is hereinafter referred to as the “Base
\nProspectus.” The Base Prospectus, as amended or supplemented by the preliminary
\nprospectus supplement relating to the Securities in the form first filed with
\nthe Commission pursuant to the Act, is hereinafter referred to as the
\n“Preliminary Prospectus” and such Preliminary Prospectus, as amended or
\nsupplemented immediately prior to the Execution Time, together with any Free
\nWriting<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n_________ ___, 2011
\nPage 2<\/p>\n<\/p>\n

Prospectus, taken as a whole, is hereinafter referred to as the “Disclosure
\nPackage.” The Base Prospectus, as supplemented by the prospectus supplement
\ndated [ ], 2011 (the “Prospectus Supplement”), relating to the Securities in the
\nform first filed with the Commission pursuant to Rule 424(b) under the Act on [
\n], 2011 is hereinafter referred to as the “Final Prospectus.”<\/p>\n<\/p>\n

For purposes of this opinion we have examined the Registration Statement; the
\nTransaction Documents; the Disclosure Package; the Final Prospectus; the
\nCertificate of Ira Dansky, General Counsel to the Issuers, dated as of the date
\nhereof and attached hereto as Exhibit “A”; the Subsistence Certificate dated
\n_________ ___, 2011 issued by the Secretary of the Commonwealth of Pennsylvania
\nwith respect to the Company (the “Subsistence Certificate”); and such other
\ndocuments as we deem necessary for the purpose of rendering this opinion. As to
\ncertain matters of fact material to this opinion, we have relied upon and
\nassume, without independent investigation, the accuracy and completeness of
\noriginals or conformed copies of corporate records, agreements and instruments
\nof the Company submitted to us, certificates of public officials and of officers
\nof the Company and the representations and warranties of the Company contained
\nin each of the Transaction Documents. In all such examinations, we have assumed
\nthe genuineness of all signatures, the authenticity of all documents submitted
\nto us as originals and the conformity to originals of all documents submitted to
\nus as certified, facsimiled or reproduced copies.<\/p>\n<\/p>\n

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

We have not made any investigation as to any matter governed by Federal or
\nstate securities laws and we express no opinion as to the applicability of any
\nsuch laws to the Transaction.<\/p>\n<\/p>\n

As special Pennsylvania counsel to the Company, we are not necessarily
\nfamiliar with all of the Company153s affairs or all aspects of the Transaction. As
\na further basis for this opinion, we have made such inquiry of the Company as we
\nhave deemed necessary or appropriate for the purpose of rendering this opinion.\n<\/p>\n<\/p>\n

Whenever a statement herein is qualified by the phrase “to our knowledge”, or
\nsimilar phrases, it is intended to indicate that, during the course of our
\nrepresentation of the Company no information that would give us current actual
\nknowledge of the inaccuracy of such statement has<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n_________ ___, 2011
\nPage 3<\/p>\n<\/p>\n

come to the attention of those attorneys presently in this firm involved in
\nour current representation of the Company. We have not, however, undertaken any
\nindependent investigation or review to determine the accuracy of any such
\nstatement. No inference as to our knowledge of any matters bearing on the
\naccuracy of any such statement should be drawn from the fact of our
\nrepresentation of the Company.<\/p>\n<\/p>\n

Based on the foregoing, we are of the opinion that:<\/p>\n<\/p>\n

1. The Company (i) is a corporation organized and validly subsisting under
\nthe laws of the Commonwealth of Pennsylvania and (ii) has the requisite
\ncorporate power and authority to own and hold under lease its property and to
\nconduct its business as currently conducted by the Company.<\/p>\n<\/p>\n

2. The Company has full corporate power and authority to execute and deliver
\neach of the Transaction Documents to which it is a party and to perform its
\nobligations thereunder; and all corporate action required to be taken for the
\ndue authorization, execution and delivery by the Company of each of the
\nTransaction Documents to which it is a party and the consummation of the
\nTransactions contemplated thereby have been duly and validly taken.<\/p>\n<\/p>\n

3. The execution, delivery and performance by the Company of each of the
\nTransaction Documents to which it is a party, the issuance, authentication, sale
\nand delivery of the Securities and compliance by the Company with the terms of
\nthe Transaction Documents and the consummation of the Transaction contemplated
\nby the Transaction Documents will not result in any violation of any
\nPennsylvania statute or any published judgment, order or decree issued by a
\nPennsylvania court binding on the Company of which we have knowledge, any
\npublished rule or regulation of any Pennsylvania governmental agency or body
\nhaving jurisdiction over the Company or any of its respective properties or
\nassets, and no consent, approval, authorization or order of, or filings or
\nregistration with, any such court or governmental agency or body under any such
\nstatute, judgment, order, decree, rule or regulation is required for the
\nexecution, delivery and performance by the Company of each of the Transaction
\nDocuments to which it is a party, the issuance, authentication, sale and
\ndelivery of the Securities and compliance by the Company with the terms of the
\nTransaction Documents and the consummation of the Transaction contemplated by
\nthe Transaction Documents, except for such consents, approvals, authorizations,
\nfilings, orders, registrations or qualifications which have been obtained or
\nmade prior to the Closing Date.<\/p>\n<\/p>\n

4. To our knowledge, there are no pending or overtly threatened actions or
\nsuits or judicial, arbitral, administrative or other proceedings within the
\nCommonwealth of Pennsylvania to which the Company is a party by which any
\nrespective property or assets of the Company is subject which (i) singularly or
\nin the aggregate, if determined adversely to the Company, could reasonably be
\nexpected to have a Material Adverse Effect, or (ii) questions the validity or
\nenforceability of any of the Transaction Documents or any action taken or to be
\ntaken pursuant thereto.<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n_________ ___, 2011
\nPage 4<\/p>\n<\/p>\n

5. Subject to the discussion below, in any action or proceeding in
\nPennsylvania arising out of, or relating to, any one or more of the Transaction
\nDocuments, a court sitting in Pennsylvania would uphold and enforce the
\nprovisions of the Transaction Documents requiring that the laws of the State of
\nNew York govern the Transaction Documents in an action brought in such court
\nwith respect thereto.<\/p>\n<\/p>\n

With respect to the choice of applicable law, Pennsylvania courts
\nconsistently hold that they will honor and enforce the parties153 contractual
\nchoice of law, if clearly set forth in a choice of law clause in a contract; so
\nlong as the choice does not seriously impair a plaintiff153s ability to pursue a
\ncause of action under the contract or violate public policy, or there is no
\nother compelling reason not to honor the choice. Central Contracting Co. v.
\nC.E. Youngdahl & Co.<\/u>, 418 Pa. 122, 209 A.2d 810 (1965);
\nInstrumentation Associates, Inc. v. Madsen Electronics, Ltd.<\/u>, 859 F.2d 4
\n(3rd Cir. 1988); American Air Filter Co., Inc. v. McNichol<\/u>, 527 F.2d 1297
\n(3rd Cir. 1975); LCI Communications. Inc. v. Wilson<\/u>, 700 F.Supp. 1390
\n(W.D.Pa. 1988); Van Muching [sic] & Co., Inc. v. M\/V Star Mindanao<\/u>,
\n630 F.Supp. 433 (E.D.Pa. 1985).<\/p>\n<\/p>\n

For purposes of this opinion, we have assumed that the Transaction Documents
\nwere negotiated and will be signed in New York and that all payments under the
\nTransaction Documents will be made in New York. While we have found no
\nPennsylvania decision specifically on point, we believe that such factors
\nconstitute a sufficient relation of the State of New York to the Transaction to
\npermit the application of New York law under Pennsylvania choice of law rules.
\nSee Seeman v. Philadelphia Warehouse Co.<\/u>, 274 U.S. 403 (1927);
\nAluminum Co. of America v. Essex Group, Inc.<\/u>, 499 F.Supp. 53 (W.D.Pa.
\n1980).<\/p>\n<\/p>\n

We have no actual knowledge of any facts or circumstances by which the choice
\nof New York law would seriously impair a plaintiff153s ability to pursue a cause
\nof action under the Transaction Documents or the Transaction to which they
\nrelate or which would violate public policy, and we are similarly not aware of
\nany compelling reason not to honor the choice of New York law under the
\nTransaction Documents. We note, however, that we are special Pennsylvania
\ncounsel only and have made no independent investigation of facts relating to the
\nTransaction to which the Transaction Documents relate, and there may be relevant
\nfacts or circumstances of which we are not aware. Also, we call to your
\nattention that matters such as the sufficiency of a cause of action or public
\npolicy involve subjective determinations based on the circumstances at the time
\nthat a suit is brought or that the issue arises, and we cannot give any opinion
\nor assurances on future facts or circumstances or subjective judgments.<\/p>\n<\/p>\n

We are attorneys admitted to practice in the Commonwealth of Pennsylvania,
\nand we express no opinion as to the laws of any other jurisdiction.<\/p>\n<\/p>\n

The opinion is given as of the date hereof and is limited to the facts,
\ncircumstances and matters set forth herein and to laws currently in effect. No
\nopinion may be inferred or is implied beyond matters expressly set forth herein,
\nand we do not undertake or assume any obligation to<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n_________ ___, 2011
\nPage 5<\/p>\n<\/p>\n

update or supplement this opinion to reflect any facts or circumstances which
\nmay hereafter come to our attention or any change in law which may hereafter
\noccur.<\/p>\n<\/p>\n

This opinion is furnished for the benefit of only the Underwriters and U.S.
\nBank National Association as Trustee in connection with the Transaction
\nDocuments and may not be used or relied upon by any other person or entity for
\nany other purpose whatsoever without in each instance our prior written consent.\n<\/p>\n<\/p>\n

Sincerely,<\/p>\n

\n

\n

EXHIBIT “A”<\/p>\n

\n

OPINION CERTIFICATE<\/p>\n

\n

Reference is hereby made to the Underwriting Agreement (as such term is
\ndefined in the opinion (the “Opinion<\/strong>“)) of even date herewith
\naddressed to Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as
\nrepresentatives of the several underwriters which are parties thereto, and to
\nwhich this Exhibit “A” is attached.<\/p>\n<\/p>\n

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

NOW, THEREFORE, the undersigned hereby certifies, warrants and acknowledges,
\nintending to be legally bound hereby, for the benefit of the Firm, as follows:\n<\/p>\n<\/p>\n

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

2. Attached hereto are true, correct and complete copies of the resolutions
\nof the Company approved by the Board of Directors of the Company by written
\nconsent or duly adopted by such Board of Directors authorizing the Company153s
\nexecution, delivery and performance of the Transaction Documents, and the
\nperformance of the transactions contemplated thereby (collectively, the
\n“Resolutions<\/strong>“). The Resolutions are currently in full force and
\neffect and have not been amended, modified or revoked since the date of due
\nadoption thereof by the Company; and<\/p>\n<\/p>\n

3. Attached hereto are true, correct and complete copies of the Company153s
\nArticles of Incorporation and Bylaws (collectively, the “Organizational
\nDocuments<\/strong>“), as each has from time to time been amended and each of
\nsuch Organizational Documents is currently in full force and effect and has not
\nbeen further amended, modified, or revoked since the date of adoption thereof by
\nthe Company.<\/p>\n<\/p>\n

IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned has
\nexecuted and delivered this Certificate to Schnader Harrison Segal & Lewis
\nLLP, as of this ____ day of _________, 2011.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

THE JONES GROUP INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Ira M. Dansky, General Counsel<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

EXHIBIT A-3
\nOpinion of Drinker, Biddle & Reath LLP<\/strong><\/p>\n

\n

______, 2011<\/p>\n<\/p>\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC<\/p>\n<\/p>\n

c\/o Citigroup Global Markets Inc.
\n388 Greenwich Street
\nNew York, New York 10013<\/p>\n<\/p>\n

Ladies and Gentlemen:<\/p>\n<\/p>\n

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

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

We are delivering this opinion of counsel to you at the direction of the
\nCompany and pursuant to Section 6(c)(ii) of the Underwriting Agreement.<\/p>\n<\/p>\n

All capitalized terms used herein and not otherwise defined herein shall have
\nthe meanings ascribed to such terms in the Transaction Documents (hereafter
\ndefined).<\/p>\n<\/p>\n

1. DOCUMENTS REVIEWED; SCOPE OF KNOWLEDGE<\/strong><\/p>\n<\/p>\n

1.1. In connection with this opinion, we have examined executed copies of the
\nfollowing documents (collectively, the “Transaction Documents<\/u>“):<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

the Underwriting Agreement;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

the Indenture; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

the Securities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n[______], 2011
\nPage 2<\/p>\n<\/p>\n

1.2. We have also examined:<\/p>\n<\/p>\n

(a) a copy of a Certificate of Good Standing for the Company issued by the
\nDepartment of Treasury of the State of New Jersey and dated [______], 2011 (the
\n“Good Standing Certificate<\/u>“);<\/p>\n<\/p>\n

(b) a copy of the Company153s Certificate of Incorporation certified on
\n[______], 2011 by the Department of Treasury of the State of New Jersey (the
\n“Certificate of Incorporation<\/u>“);<\/p>\n<\/p>\n

(c) a copy of the Company153s bylaws as amended and\/or restated to date (the
\n“Bylaws<\/u>“);<\/p>\n<\/p>\n

(d) a copy of the Resolution adopted by the Company153s Board of Directors on
\n[______], 2011 (the “Resolutions<\/u>“);<\/p>\n<\/p>\n

(e) the General Certificate of the Company which is attached to this opinion
\nand upon which we have relied as to questions of material fact related to our
\nopinion, including without limitation the Certificate of Incorporation, Bylaws
\nand Resolutions (the “General Certificate<\/u>“); and<\/p>\n<\/p>\n

(f) such other documents or certificates of public officials and officers of
\nthe Company as we have deemed necessary or appropriate as a basis for the
\nopinions set forth herein.<\/p>\n<\/p>\n

1.3. Statements made in the opinions set forth herein “to our knowledge” or
\nwith respect to matters “known to us” are based solely on information actually
\nknown to those lawyers currently practicing with this firm and engaged in the
\nrepresentation of the Company in connection with the Securities, and, signifies
\nthat after due inquiry, no facts have come to our attention that would give us
\nactual knowledge or actual notice that any such opinions or other matters are
\nnot accurate. “Due inquiry” as used herein means, a review of the documents
\nlisted in Sections 1.1 and 1.2 of this opinion.<\/p>\n<\/p>\n

2. ASSUMPTIONS<\/strong><\/p>\n

\n

2.1. For purposes of this opinion, we have, with your permission, assumed
\nwithout independent investigation that:<\/p>\n<\/p>\n

(a) all Transaction Documents submitted to us as originals are authentic and
\nall documents, certificates and instruments submitted to us as copies conform to
\nthe originals of such documents, certificates and instruments;<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n[______], 2011
\nPage 3<\/p>\n<\/p>\n

(b) the Transaction Documents will be duly authorized, executed and delivered
\nby each of the parties thereto other than the Company, and the execution,
\ndelivery and performance of the obligations thereunder will not violate or
\ncontravene the articles of incorporation, bylaws, operating agreements, other
\ngovernance documents or laws governing any such other party or agreements or
\nrestrictions to which any of them, other than the Company, is party or by which
\nsuch other party is bound;<\/p>\n<\/p>\n

(c) the Transaction Documents constitute the valid and binding obligation of
\neach of the parties thereto other than the Company, enforceable against each
\nsuch party in accordance with their terms;<\/p>\n<\/p>\n

(d) the persons, other than representatives of the Company, who will execute,
\nacknowledge and deliver the Transaction Documents on behalf of each of the
\nparties thereto, including, without limitation, the Underwriters, the
\nRepresentatives and the Trustee will be duly authorized to do so by each such
\nparty;<\/p>\n<\/p>\n

(e) all parties to the Transaction Documents, other than the Company, have
\nthe legal power and authority to enter into the transactions contemplated by the
\nTransaction Documents;<\/p>\n<\/p>\n

(f) the representations made by the Company in the Transaction Documents and
\nthe General Certificate are true and correct;<\/p>\n<\/p>\n

(g) the Company will receive consideration;<\/p>\n<\/p>\n

(h) all natural persons who will be signing the Transaction Documents have
\nthe requisite legal capacity to do so, and all signatures of all parties, other
\nthan the Company153s signatures, on all Transaction Documents will be genuine;\n<\/p>\n<\/p>\n

(i) each of the parties, other than the Company, is duly organized, validly
\nexisting and in good standing under the laws that govern its formation, is duly
\nauthorized and qualified to transact business and has the right, power and legal
\nand corporate authority to enter into and perform all of its obligations under
\nthe Transaction Documents to which it is a party;<\/p>\n<\/p>\n

(j) all parties to the Transaction Documents, other than the Company, are
\nqualified and\/or licensed to the extent required by applicable law; and<\/p>\n<\/p>\n

(k) there has been no change in the good standing of the Company since the
\ndate of the Good Standing Certificate.<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n[______], 2011
\nPage 4<\/p>\n<\/p>\n

3. OPINIONS<\/strong><\/p>\n

\n

3.1. Based upon the foregoing, we are of the opinion that:<\/p>\n<\/p>\n

(a) Based solely on the Good Standing Certificate, the Company is a
\ncorporation organized, existing, validly registered and in good standing under
\nthe laws of the State of New Jersey.<\/p>\n<\/p>\n

(b) The Company has the requisite corporate power and authority to execute,
\ndeliver and perform all of its undertakings under the Transaction Documents and,
\nto our knowledge, to conduct its business as currently conducted.<\/p>\n<\/p>\n

(c) The execution, delivery and performance by the Company of the Transaction
\nDocuments to which it is a party and the consummation of the transactions
\ncontemplated thereby have been duly authorized by all necessary corporate action
\non the part of the Company.<\/p>\n<\/p>\n

(d) The execution, delivery and performance of the Company153s obligations
\nunder the Transaction Documents do not contravene (i) the Bylaws, (ii) any
\nexisting provision of law or any rule or regulation of the State of New Jersey
\nknown to us and applicable to the Company, or (iii) any judgment, writ,
\ninjunction, decree, order or ruling known to us of any court or governmental
\nauthority binding on the Company.<\/p>\n<\/p>\n

(e) To our knowledge, no approval, consent, order or authorization of, or
\ndesignation, registration, declaration or filing with, any New Jersey
\ngovernmental or public body or authority is required in connection with the
\nvalid execution, delivery and performance by the Company of the Transaction
\nDocuments, except for such approvals, consents, orders, authorizations,
\ndesignations, registrations, declarations or filings which (i) have been
\nobtained or made prior to the Closing Date or (ii) may be required to be
\nobtained or made under applicable state securities laws.<\/p>\n<\/p>\n

(f) To our knowledge, there is no action, suit, proceeding, inquiry or
\ninvestigation, at law or in equity, before or by any New Jersey court,
\nregulatory agency, public board or body pending or threatened against the
\nCompany wherein an unfavorable ruling or finding (a) would question the validity
\nor enforceability of the Transaction Documents, or (b) would have a Material
\nAdverse Effect with respect to the Company.<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n[______], 2011
\nPage 5<\/p>\n<\/p>\n

4. EXCEPTIONS AND QUALIFICATIONS<\/strong><\/p>\n

\n

4.1. All of the opinions set forth above are subject to the following
\nexceptions and qualifications:<\/p>\n<\/p>\n

(a) As to any matters of fact material to the opinions expressed herein, we
\nhave relied upon the truth, accuracy and completeness of the representations and
\nwarranties of the Company set forth in the Transaction Documents and the General
\nCertificate attached hereto as Exhibit A<\/u>. Except as otherwise expressly
\nindicated herein, we have not undertaken any independent investigation of
\nfactual matters.<\/p>\n<\/p>\n

(b) Requirements in the Transaction Documents specifying that provisions
\ntherein may only be waived in writing may be unenforceable if an oral agreement
\nmodifying such provisions has been made or an implied agreement by trade
\npractice or course of conduct has been created modifying any provision of the
\nTransaction Documents.<\/p>\n<\/p>\n

(c) The validity, binding effect and enforceability of the Transaction
\nDocuments are subject to applicable bankruptcy, insolvency, reorganization,
\nmoratorium, receivership, fraudulent conveyance and similar laws affecting the
\nenforcement of creditors153 rights generally.<\/p>\n<\/p>\n

(d) Our opinions relating to the enforceability of the Transaction Documents
\nand the availability of injunctive relief are subject to the effect of general
\nprinciples of equity, including (without limitation) concepts of materiality,
\nreasonableness, good faith and fair dealing (regardless of whether considered in
\na proceeding in equity or at law).<\/p>\n<\/p>\n

(e) Our opinions relating to the enforceability of the Transaction Documents
\nare subject to the effect of applicable law that may limit the enforceability or
\nrender ineffective certain of the provisions of the Transaction Documents,
\nincluding, without limitation, provisions with respect to particular remedies
\nsuch as self-help remedies and appointment of a receiver, provisions allowing
\npost-judgment interest in excess of that permitted on judgments in the State of
\nNew Jersey, provisions containing waivers, such as waivers of commercial
\nreasonableness or provisions limiting or absolving the Underwriter, the
\nRepresentatives or the Trustee of liability, choice of law provisions,
\nprovisions establishing evidentiary standards or governing law provisions and
\nprovisions granting unlimited power of attorney to act on behalf of another
\nparty.<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n[______], 2011
\nPage 6<\/p>\n<\/p>\n

(f) Except as limited by paragraph 3.1(e), our opinions are limited to (a)
\nauthorizations, approvals, actions, notices and filings by or in respect of
\ngovernmental authorities pursuant to the requirements of, and (b) violations of,
\nand the creation and imposition of liens under, any laws of the State of New
\nJersey or federal laws, if applicable, which in our experience are normally
\napplicable to transactions of the type provided for in the Transaction
\nDocuments.<\/p>\n<\/p>\n

(g) Other than as specifically set forth herein, we have not reviewed and
\ngive no opinion as to any documents other than the Transaction Documents.<\/p>\n<\/p>\n

4.2. Our opinions set forth above are subject to the further qualifications
\nthat we express no opinion as to:<\/p>\n<\/p>\n

(a) the effect of the law of any jurisdiction other than the State of New
\nJersey on any aspect of this transaction, including without limitation,
\nenforceability, qualification to do business, and usury;<\/p>\n<\/p>\n

(b) the enforceability of any provisions in the Transaction Documents
\nimposing any penalties or forfeitures, prepayment compensation, payment of
\nattorney fees, late payment charges, or an increase in interest rate upon the
\noccurrence of a default or an event or default;<\/p>\n<\/p>\n

(c) the enforceability of provisions contained in the Transaction Documents
\nwhich purport to constitute or provide for the waiver and release of any rights,
\nclaims, defenses, set-offs, counterclaims or remedies of the Company, including,
\nwithout limitation, the waiver and release of (1) the benefit of statutes of
\nlimitation or moratoria, (2) the right to a jury trial, (3) errors, defects and
\nimperfections in proceedings, service of process or the establishment of
\njurisdiction or venue, (4) the benefits of any stay of execution, exemption from
\nservice of process or extension of time for payment, (5) the benefits of laws
\nrequiring the election of remedies, (6) the benefits of laws, regulations or
\njudicial decisions exempting certain property and\/or proceeds from execution,
\nattachment, levy or sale, (7) diligence, valuation and appraisement and (8) stay
\nof execution;<\/p>\n<\/p>\n

(d) the financial condition or solvency of the Company;<\/p>\n<\/p>\n

(e) the enforceability of the indemnification provisions of the Transaction
\nDocuments insofar as said provisions contravene public policy or might require
\nindemnification or payments to the Underwriter, the Representatives or the
\nTrustee with respect to any litigation determined, in whole or part, adversely
\nto the Underwriter, the Representatives or the Trustee, or any loss, cost or
\nexpense arising<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\n[______], 2011
\nPage 7<\/p>\n<\/p>\n

out of the Underwriter153s, the Representatives153 or the Trustee153s negligence,
\ngross negligence or willful misconduct or any violation by the Underwriter, the
\nRepresentative or the Trustee of statutory duties, general principles of equity
\nor public policy;<\/p>\n<\/p>\n

(f) the enforceability of remedies when no material default on the part of
\nthe Company exists;<\/p>\n<\/p>\n

(g) any “blue sky” or securities law of any jurisdiction or with regard to
\nthe antitrust laws of any jurisdiction; and<\/p>\n<\/p>\n

(h) the effect on the opinions expressed herein of (i) the compliance or
\nnon-compliance of any party to the Transaction Documents (other than the Company
\nto the extent set forth herein) with any state, federal or other laws or
\nregulations applicable to them or (ii) the legal or regulatory status or the
\nnature of the business of any party to the Transaction Documents (other than the
\nCompany to the extent set forth herein).<\/p>\n<\/p>\n

The foregoing expresses our legal opinion as to the matters set forth above
\nbased upon our professional knowledge and judgment. No opinion is to be implied
\nor inferred beyond the opinion expressly stated herein.<\/p>\n<\/p>\n

We undertake no obligation to inform you of any matters, whether of law or of
\nfact, which may subsequently come to our attention or subsequently occur which
\naffect in any way the opinion expressed herein, which is based upon our
\nassumption that any court sitting in the State of New Jersey will adhere to
\nexisting judicial precedents.<\/p>\n<\/p>\n

This opinion is being furnished only to the Underwriters and their respective
\nsuccessors and assigns in connection with the Transaction Documents and is
\nsolely for each such person153s benefit in connection with the above transaction.
\nThis opinion may not be relied upon by any other person, firm or corporation for
\nany purpose without our prior written consent.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Very truly yours,<\/p>\n

DRINKER BIDDLE & REATH LLP<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EXHIBIT A<\/p>\n

\n

GENERAL CERTIFICATE<\/p>\n

\n

See attached.<\/p>\n

\n

\n<\/p>\n

EXHIBIT A-4
\nOpinion of Ira M. Dansky, Esq.<\/strong><\/p>\n

\n

March [<\/strong>], 2011<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\nMerrill Lynch, Pierce, Fenner & Smith Incorporated
\nSunTrust Robinson Humphrey, Inc.
\nWells Fargo Securities, LLC
\nGoldman, Sachs & Co.<\/p>\n<\/p>\n

c\/o Citigroup Global Markets, Inc.
\n388 Greenwich Street
\nNew York, NY 10013<\/p>\n<\/p>\n

c\/o J.P. Morgan Securities LLC
\n270 Park Avenue
\nNew York, NY 10017<\/p>\n<\/p>\n

Re: $300,000,000 Principal Amount of 6.875% Senior Notes due 2019<\/p>\n<\/p>\n

Ladies and Gentlemen:<\/p>\n<\/p>\n

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

In that connection, I have examined originals, or copies certified or
\notherwise identified to my satisfaction, of such documents, corporate records
\nand other instruments as I have deemed necessary or appropriate for the purposes
\nof this opinion, including (i) the Articles or Certificate of Incorporation of
\neach Issuer, as amended or restated, (ii) the By-laws of each Issuer, as amended
\nor restated, (iii) the Underwriting Agreement, (iv) the Registration Statement
\non Form S-3 (Registration No. 333-166566), filed with the Securities and
\nExchange Commission (the<\/p>\n<\/p>\n

1411 BROADWAY, NEW YORK, NEW YORK 10018<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\nMerrill Lynch, Pierce, Fenner & Smith Incorporated
\nSunTrust Robinson Humphrey, Inc.
\nWells Fargo Securities, LLC
\nGoldman, Sachs & Co.<\/p>\n<\/p>\n

March [<\/strong>], 2011
\nPage 2<\/p>\n<\/p>\n

“Commission”) on May 6, 2010 (the “Registration Statement”) for registration
\nunder the Securities Act of 1933 (the “Securities Act”), of an indeterminate
\namount of debt securities to be issued from time to time by the Issuers, (v) the
\nrelated prospectus dated May 6, 2010 (together with the documents incorporated
\ntherein by reference, the “Basic Prospectus”), (vi) the Prospectus Supplement
\ndated [<\/strong>], 2011, filed with the Commission pursuant to Rule
\n424(b) of the General Rules and Regulations under the Securities Act (together
\nwith the Basic Prospectus, the “Prospectus”), (vii) the Indenture and the form
\nof the Security attached thereto (together with the Underwriting Agreement and
\nthe Securities, the “Transaction Documents”), (viii) resolutions adopted by the
\nBoards of Directors of Jones Holdings and Jones USA on [<\/strong>],
\n2011, and (ix) the agreements specified on Schedule I hereto (collectively, the
\n“Specified Agreements”).<\/p>\n<\/p>\n

Based on the foregoing and subject to the qualifications hereinafter set
\nforth, I am of opinion as follows:<\/p>\n<\/p>\n

1. Based solely on a certificate from the Secretary of the State of the State
\nof Delaware, each of Jones Holdings and Jones USA is a corporation validly
\nexisting and in good standing under the laws of the State of Delaware, with all
\nrequisite corporate power and authority to own, lease and operate its properties
\nand conduct its business as described in the Registration Statement and the
\nProspectus.<\/p>\n<\/p>\n

2. The execution and delivery by Jones Holdings and Jones USA, respectively,
\nof the Transaction Documents and the performance by Jones Holdings and Jones
\nUSA, respectively, of their obligations thereunder have been duly authorized by
\nall requisite corporate action on the part of Jones Holdings and Jones USA,
\nrespectively.<\/p>\n<\/p>\n

3. The Transaction Documents have each been duly authorized, executed and
\ndelivered by Jones Holdings and Jones USA, respectively.<\/p>\n<\/p>\n

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

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

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\nMerrill Lynch, Pierce, Fenner & Smith Incorporated
\nSunTrust Robinson Humphrey, Inc.
\nWells Fargo Securities, LLC
\nGoldman, Sachs & Co.<\/p>\n<\/p>\n

March [<\/strong>], 2011
\nPage 3<\/p>\n<\/p>\n

Delaware or, to my knowledge, any order or decree of any court or government
\nagency or instrumentality, in each case, applicable to any Issuer.<\/p>\n<\/p>\n

6. The statements made under the captions “Item 3. Legal Proceedings” in the
\nJones Group153s Annual Report on Form 10-K for the year ended December 31, 2010,
\nas incorporated by reference in the Registration Statement and the Prospectus
\ninsofar as they purport to constitute summaries of the legal proceedings to
\nwhich the Jones Group is a party, fairly summarized the matters therein
\ndescribed.<\/p>\n<\/p>\n

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

8. To my knowledge, there is no pending or threatened action, suit or
\nproceeding before any court or governmental agency or authority or arbitrator
\ninvolving the Issuers or the business, assets or rights of the Issuers (i) that
\npurports to affect the legality, validity or enforceability of the Transaction
\nDocuments or (ii) as to which there is a probability of an adverse determination
\nand which, if adversely determined, would be likely in my judgment to have a
\nMaterial Adverse Effect on the Jones Group and its subsidiaries, taken as a
\nwhole, or on the ability of the Issuers to perform their obligations under the
\nTransaction Documents.<\/p>\n<\/p>\n

9. To my knowledge, none of the Issuers is (i) in violation of its Articles
\nor Certificate of Incorporation or By-laws, as amended or restated, (ii) in
\ndefault, and no event has occurred which, with notice or lapse of time or both,
\nwould constitute such a default, in the due performance or observance of any
\nterm, covenant or condition contained in any indenture, mortgage, deed of trust,
\nloan agreement or other agreement or instrument to which it is a party or by
\nwhich it is bound or to which any of its property or assets is subject or (iii)
\nin violation of any law, ordinance, governmental rule, regulation or court
\ndecree to which it or its property or assets are subject, except in case of
\nclause (ii) or (iii) above for any such violation or default which would not
\nhave a Material Adverse Effect.<\/p>\n<\/p>\n

In connection with the foregoing, I point out that certain of the indentures,
\nagreements and instruments referred to in clause (ii) above may be governed by
\nlaws other than the laws of the State of New York. For purposes of the opinion
\nexpressed in this paragraph, however, I have assumed that all such indentures,
\nagreements and instruments are governed by and would be interpreted in
\naccordance with the laws of the State of New York.<\/p>\n<\/p>\n

\n

Citigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\nMerrill Lynch, Pierce, Fenner & Smith Incorporated
\nSunTrust Robinson Humphrey, Inc.
\nWells Fargo Securities, LLC
\nGoldman, Sachs & Co.<\/p>\n<\/p>\n

March [<\/strong>], 2011
\nPage 4<\/p>\n<\/p>\n

I am admitted to practice in the State of New York, and I express no opinion
\nas to any matters governed by any laws other than the laws of the State of New
\nYork, the General Corporation Law of the State of Delaware and the Federal laws
\nof the United States of America.<\/p>\n<\/p>\n

I am furnishing this letter to you, as Underwriters, solely for your benefit.
\nThis opinion may not be relied upon by any other person (including by any person
\nthat acquires the Securities from you) or for any other purpose or used,
\ncirculated, quoted or otherwise referred to for any other purpose.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Very truly yours,<\/p>\n

Ira M. Dansky
\nGeneral Counsel<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SCHEDULE I<\/p>\n

\n

Specified Agreements<\/u><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Indenture, dated as of November 22, 2004, by and among Jones Apparel Group,
\nInc. (now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones
\nApparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, and
\nU.S. Bank National Association, as Trustee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

First Supplemental Indenture, dated as of December 31, 2006, by and among
\nJones Apparel Group, Inc. (now named The Jones Group Inc.), Jones Apparel Group
\nHoldings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and
\nRetail Corporation, and U.S. Bank National Association, as Trustee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

Second Supplemental Indenture, dated as of April 15, 2009, by and among Jones
\nApparel Group, Inc. (now named The Jones Group Inc.), Jones Apparel Group
\nHoldings, Inc., Jones Apparel Group USA, Inc., JAG Footwear, Accessories and
\nRetail Corporation, and U.S. Bank National Association, as Trustee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

Credit Agreement, dated as of May 13, 2009, among Jones Apparel Group, Inc.
\n(now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones
\nApparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, Jones
\nInvestment Co. Inc., Jones Jeanswear Group, Inc., Nine West Development
\nCorporation, Jones Jewelry Group, Inc., Jones Apparel Group Canada, LP, the
\nlending institutions party thereto and JPMorgan Chase Bank, N.A., as
\nadministrative agent, as amended by Amendment No. 1 thereto dated as of May 5,
\n2010, Amendment No. 2 thereto dated as of June 29, 2010.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

Security Agreement dated as of May 13, 2009, among Jones Apparel Group, Inc.
\n(now named The Jones Group Inc.), Jones Apparel Group Holdings, Inc., Jones
\nApparel Group USA, Inc., JAG Footwear, Accessories and Retail Corporation, Jones
\nInvestment Co. Inc., Jones Jeanswear Group, Inc., Nine West Development
\nCorporation, Jones Jewelry Group, Inc., Apparel Testing Services, Inc., Jones
\nDistribution Corporation, Jones Management Service Company, Jones Holding Inc.,
\nJones Apparel Group Canada, LP and JPMorgan Chase Bank, N.A., as administrative
\nagent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7946],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9629,9634],"class_list":["post-43973","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-jones-apparel-group-inc-now-known-as-the-jones-group-inc","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43973","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43973"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43973"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43973"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43973"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}