8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
July 11, 2007

JONES APPAREL GROUP, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania (State or Other Jurisdiction of Incorporation) 1-10746 (Commission File Number) 06-0935166 (IRS Employer Identification No.)

1411 Broadway
New York, New York  10018 (Address of principal executive offices)

(212) 642-3860 (Registrant's telephone number, including area code)

Not Applicable Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Jones Apparel Group, Inc. (the "Company") has appointed Wesley R. Card the Company's President and Chief Executive Officer and has elected Mr. Card to the Board of Directors of the Company, effective July 12, 2007.  Mr. Card succeeds Peter Boneparth, who resigned as President and Chief Executive Officer and a director of the Company, effective July 12, 2007.

In connection with Mr. Card's appointment as President and Chief Executive Officer, on July 11, 2007, John T. McClain was appointed Chief Financial Officer. Upon Mr. McClain joining the Company on July 16, 2007, Mr. Card will no longer serve as the Company's Chief Operating and Financial Officer.

The press release announcing these appointments is furnished herewith as Exhibit 99.1.

Biographical and Other Information Regarding Mr. Card and Mr. McClain

Mr. Card, age 59, joined the Company in 1990 as its Chief Financial Officer and added the responsibility of Chief Operating Officer in 2002.

Prior to being named Chief Financial Officer of the Company, Mr. McClain, age 46, served as Chief Accounting Officer of Avis Budget Group, Inc. (formerly Cendant Corporation), a position he assumed in July 2006. From 1999 to July 2006, Mr. McClain served as Senior Vice President, Finance and Corporate Controller for Cendant Corporation. Prior to joining Cendant, he served as Vice President, Controller and Chief Accounting Officer for Sirius Satellite Radio and in various roles at ITT Corporation, including Assistant Controller and Director of Accounting, as well as Manager of Financial Reporting. He is a certified public accountant in the state of New Jersey.

Employment Arrangements with Mr. Card and Mr. McClain

On July 12, 2007, the Company and Mr. Card entered into an amendment of Mr. Card's employment agreement, which specifies that Mr. Card will serve as President and Chief Executive Officer of the Company and which increases his annual salary to not less than $1,600,000.

On July 11, 2007, the Company entered into an employment agreement with Mr. McClain (the "Employment Agreement"), with respect to his employment as Chief Financial Officer as of July 16, 2007. Capitalized terms used in this summary but not otherwise defined herein shall have the meanings attributed to them in the Employment Agreement.

The term of the Employment Agreement is for three years ending on June 30, 2010, unless renewed for an additional 12-month period at the Company's option. Mr. McClain's annual salary under the Employment Agreement will not be less than $500,000, and he is entitled to receive annual bonuses in accordance with the Company's 

2007 Executive Annual Cash Incentive Plan. The Employment Agreement also provides for annual grants, at the discretion of the Compensation Committee of the Board of Directors, of restricted stock and/or stock options, in such amounts and subject to such terms and conditions as determined by the Compensation Committee. Mr. McClain will be entitled to receive perquisites and to participate in all savings and retirement programs and welfare plans and programs that are generally available to other senior executives of the Company.

If the Company terminates Mr. McClain's employment for "Cause" or if he resigns without "Good Reason," Mr. McClain will receive only his unpaid salary through the date of termination or resignation. If Mr. McClain's employment terminates before the end of the term due to death or "Disability," the Company will pay him or his estate, as applicable, (i) any unpaid salary through the date of termination, (ii) an additional six months of salary and (iii) his target bonus (based on 75% of his annual salary at the time of termination) (the "Target Bonus"), prorated through the date of termination. If the Company terminates Mr. McClain's employment without "Cause" or Mr. McClain resigns for "Good Reason" and no "Change in Control" has occurred, he will receive (i) any unpaid salary through the date of termination, (ii) the Target Bonus at the time of termination, prorated through the date of termination, (iii) for each month during the remainder of the term of the Agreement, his monthly salary at the time of termination plus 1/12 of the Target Bonus, (iv) continued health insurance, life insurance and retirement benefits for the remainder of the term of the Employment Agreement and (v) reimbursement for up to $10,000 of executive outplacement services. In no event, including at the expiration of the Employment Agreement, shall he receive less than six months of such salary or benefits.

If the Company terminates Mr. McClain's employment without "Cause" or Mr. McClain resigns for "Good Reason" following a "Change in Control," he will receive (i) any unpaid salary through the date of termination, (ii) the Target Bonus, prorated through the date of termination, (iii) a lump sum equal to three times 200% of Mr. McClain's annual salary at the time of termination, (iv) reimbursement for up to $10,000 of executive outplacement services and (v) a lump sum equal to the Company's cost for his continued health insurance, life insurance and retirement benefits for the remainder of the term of the Employment Agreement.

The Employment Agreement also provides for vesting of all previously unvested options and restricted stock upon (i) termination of Mr. McClain's employment due to "Retirement," death or "Disability," (ii) a "Change in Control," (iii) resignation by Mr. McClain for "Good Reason" or (iv) termination by the Company without "Cause." In the case of "Retirement," "Disability" or "Change in Control," the accelerated options are exercisable during the remaining original option term (or, if shorter, for three years following death).

The Employment Agreement also contains non-competition restrictions during his employment and for the duration of the severance period (i.e., the period from the termination date through the expiration of the term of the Employment Agreement), 

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provided that the Company is making the payments due to him (as described above). Mr. McClain is also prohibited from interfering in the employment of the Company's employees during the period ending two years after the severance period.

The foregoing summaries of the amendment to Mr. Card's employment agreement and the employment agreement with Mr. McClain do not purport to be complete and are qualified in their entirety by reference to the amendment and the employment agreement, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.

In connection with Mr. McClain's appointment as Chief Financial Officer, the Compensation Committee of the Company's Board of Directors approved a minimum cash bonus for Mr. McClain of $100,000 for 2007 and a grant to him of 15,000 shares of restricted stock under the Company's 1999 Stock Incentive Plan.

Termination of Mr. Boneparth's Employment

Mr. Boneparth's service as President, Chief Executive Officer and a director of the Company terminated effective as of July 12, 2007. In connection with Mr. Boneparth's separation, the Company and Mr. Boneparth entered into a separation agreement that provides Mr. Boneparth with the payments and benefits to which he is entitled under his existing employment agreement upon a termination without "Cause." The separation agreement also includes a mutual release of claims.

The foregoing summary of the separation agreement with Mr. Boneparth does not purport to be complete and is qualified in its entirety by reference to the separation agreement, which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

Exhibit No. Description

10.1	Amendment No. 4 dated July 12, 2007 to Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Wesley R. Card.+
10.2	Employment Agreement dated as of July 11, 2007 between Jones Apparel Group, Inc. and John T. McClain.+
10.3	Separation Agreement dated as of July 11, 2007, between Jones Apparel Group, Inc. and Peter Boneparth.+
99.1	Press Release of the Registrant dated July 12, 2007.

⁺ Management contract or compensatory plan or arrangement.

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 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JONES APPAREL GROUP, INC.
(Registrant)

By: /s/ Ira M. Dansky 
     Ira M. Dansky
     Executive Vice President,
     General Counsel and Secretary

Date: July 12, 2007

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Exhibit Index.

Exhibit No. Description

10.1	Amendment No. 4 dated July 12, 2007 to Amended and Restated Employment Agreement between Jones Apparel Group, Inc. and Wesley R. Card.+
10.2	Employment Agreement dated as of July 11, 2007 between Jones Apparel Group, Inc. and John T. McClain.+
10.3	Separation Agreement dated as of July 11, 2007, between Jones Apparel Group, Inc. and Peter Boneparth.+
99.1	Press Release of the Registrant dated July 12, 2007.

⁺ Management contract or compensatory plan or arrangement.

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EX-10

EXHIBIT 10.1

July 12, 2007

Mr. Wesley R. Card
Jones Apparel Group, Inc.
1411 Broadway
New York, New York 10018

Re: Amendment No. 4 to Amended and Restated Employment Agreement

Dear Mr. Card:

Reference is made to the Amended and Restated Employment Agreement dated as of March 11, 2002 by and between you and Jones Apparel Group, Inc. (the "Company"), as amended by the letter agreements by and between you and the Company dated February 28, 2003, March 8, 2006, and April 17, 2007, respectively (the "Employment Agreement"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.

This will confirm our agreement to amend the terms and conditions of the Employment Agreement, effective as of the date hereof, as follows:

1. The first three sentences of Section 1 of the Employment Agreement are hereby amended to read as follows:

"During the term of this Agreement, the Company shall employ the Executive as the President and Chief Executive Officer of the Company. During the Term, the Executive shall have such responsibilities, duties and authorities as are commensurate with chief executive officers of public entities of similar size to the Company. The Executive shall report directly to the Board of Directors of the Company."

2. The first sentence of Section 3(a) of the Employment Agreement is hereby amended to read as follows:

"Throughout the Term, the Executive shall receive a salary at the annual rate of not less than $1,600,000."

3. Subsection 6(e) (ii) (6) of the Employment Agreement is hereby amended to read as follows:

"a reduction in the Executive's title and status as President and Chief Executive Officer of the Company, or any change in the Executive's status as reporting directly to the Board of Directors of the Company; or the assignment to the Executive of any duties materially inconsistent with the Executive's position (including, without limitation, status, office, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company which results in a material

diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Company no later than thirty (30) days after written notice by the Executive; or"

4. Except as otherwise set forth in this Amendment No. 4 to Amended and Restated Employment Agreement, the Employment Agreement is ratified and confirmed in all respects and remains in full force and effect.

Please acknowledge your agreement with the foregoing by signing the enclosed copy of this letter agreement and returning it to the Company.

Very truly yours,

JONES APPAREL GROUP, INC.

By /s/ Ira M. Dansky
     Ira M. Dansky
     Executive Vice President
     General Counsel & Secretary

Agreed to in all respects:

/s/ Wesley R. Card

Wesley R. Card

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EX-10

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

        AGREEMENT made as of July 11, 2007 by and between JONES APPAREL GROUP, INC., a Pennsylvania corporation (the "Company"), and JOHN T. McCLAIN (the "Executive").

WITNESSETH:

        WHEREAS, the Company wishes to employ the Executive, and the Executive wishes to enter employment with the Company, on the terms and conditions hereinafter set forth.

        NOW, THEREFORE, it is agreed as follows:

        1. Employment. During the term of this Agreement, the Company shall employ the Executive as Chief Financial Officer of the Company. The Executive shall report directly to the Chief Executive Officer of the Company. During the term of this Agreement, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote all of Executive's business time and attention to the business affairs of the Company, and to perform such responsibilities in a professional manner. Notwithstanding the foregoing, during the term of this Agreement, it shall not be a violation of this Agreement for the Executive to (a) serve on a reasonable number of trade and professional organizations; (b) engage in community and charitable affairs; (c) serve as a non-employee member of a board of directors of a business entity which is not competitive with the Company and as to which the Board of Directors of the Company has given its consent; and (d) manage personal investments, so long as such activities do not interfere with the performance of the Executive's responsibilities as a senior executive of the Company in accordance with this Agreement.

        2. Term. The Company shall employ the Executive for the period commencing as of July 16, 2007 and ending as of June 30, 2010, as renewed in accordance with the following sentence (the "Term"). The Company may extend the Term for an additional twelve months by giving notice to the Executive no later than December 31, 2009 of such extension. For avoidance of doubt, if this Agreement shall be so extended, the "Term" shall mean the period commencing July 16, 2007 and ending on June 30, 2011.

        3. Salary, Retirement Plans, Fringe Benefits and Allowances.

                (a) Throughout the Term, the Executive shall receive a salary at the annual rate of not less than $500,000. The Executive's salary shall be payable at such regular times and intervals as the Company customarily pays its senior executives from time to time, but no less frequently than once a month and shall be subject to future increases at the discretion of the Board of Directors of the Company.

                (b) During the Term, the Executive shall be eligible to participate in all savings and retirement plans, practices, policies and programs to the extent applicable generally to other senior executives of the Company.

                (c) During the Term, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare, fringe

and other benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription drug, dental, disability, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other senior executives of the Company.

                (d) The Executive shall be entitled to an aggregate of four weeks paid vacation during each calendar year of the Term. The Executive shall also be entitled to the benefits of the Company's policies relating to sick leave and holidays.

                (e) The Executive shall have all expenses reasonably incurred by Executive on behalf of the Company reimbursed by the Company in accordance with the Company's standard policies and practices. The Executive shall be entitled to first class seating for air travel on Company business.

                (f) The Company shall make available to the Executive all perquisites that are made available to senior executives of the Company.

        4. Bonus.

        Executive shall participate in the Company's 2007 Executive Annual Cash Incentive Plan (the "Bonus Plan"), pursuant to which the Executive may be entitled to receive annual bonus payments for each full calendar year of employment which ends prior to the expiration of the Term (the "Expiration Date") and throughout which the Executive has been employed by the Company, conditioned upon the attainment of annual criteria and objectives established for participants in the Bonus Plan.

        5. Equity Grants.

                (a) Subject to the absolute authority of the Compensation Committee of the Board of Directors of the Company from time to time to grant (or not to grant) to eligible individuals shares of common stock of the Company that are subject to vesting restrictions ("Restricted Stock") and/or options to purchase common stock of the Company ("Options") (Restricted Stock and Options being referred to collectively as, "Equity Grants"), it is the intention of the Company and the expectation of the Executive that while the Executive is employed hereunder, the Executive will be eligible to receive Equity Grants annually, on such terms and conditions as may be determined by the Compensation Committee.

                (b) Notwithstanding the provisions of any agreement, document or instrument to the contrary, such Equity Grants and all other Options and shares of common stock of the Company then held by the Executive which are not then vested (in the aggregate being referred to herein as "Accelerated Equity Grants") shall become fully vested and, in the case of Options, immediately exercisable during the remaining original term of each such Accelerated Equity Grant (or, if shorter, for three years following death), upon the occurrence of any of the following events ("Acceleration Events"): Executive's Retirement (as defined herein), death, Disability (as defined herein), a Change in Control (as defined herein), and termination of the

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Executive's employment by the Company without Cause (as defined herein) or by the Executive for Good Reason (as defined herein).

        6. Termination of Employment.

                (a) By the Company for Cause, or by the Executive without Good Reason. The Company may terminate the Executive's employment for Cause before the Expiration Date. If the Executive's employment is terminated for Cause, or if Executive resigns during the Term without Good Reason, the Company shall pay to the Executive any unpaid salary through the date of termination, as well as reimburse the Executive for any unpaid reimbursable expenses incurred on behalf of the Company, and thereafter the Company shall have no additional obligations to the Executive under this Agreement.

                (b) Death or Disability; Retirement. (i) If the Executive's employment terminates before the Expiration Date because of Executive's death or Disability, the Company shall pay Executive or Executive's duly appointed personal representative, as the case may be, (i) any unpaid salary through the date of death or the Disability Termination Date (as defined herein), as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the Company, (ii) an amount equal to Executive's monthly salary during each of the six (6) months following Executive's death or the Disability Termination Date, irrespective of the expiration of the Term, and (iii) the Target Bonus (as defined herein) for the calendar year in which Executive dies or becomes Disabled, prorated for the portion of such year preceding Executive's death or the Disability Termination Date, which shall be paid not later than 120 days after the end of such year. Except as set forth in this Section 6(b), the Company shall have no additional obligations to the Executive under this Agreement in the event of Executive's termination of employment under this Section 6(b).

                        (ii) In addition to the foregoing and notwithstanding any other agreement between the Executive and the Company, all Accelerated Equity Grants which were held by the Executive at the time of the Executive's Retirement, death or the Disability Termination Date, shall become fully vested and, in the case of options, shall remain exercisable by the Executive or by the Executive's estate or his representative, as the case may be, during the remaining original term of the Accelerated Equity Grant in the case of the Executive's Retirement or Disability or, if shorter, for three years following the date of the Executive's death.

                (c) By the Company without Cause, or by the Executive for Good Reason. (i) The Company may terminate the Executive's employment before the Expiration Date without Cause, and the Executive may terminate Executive's employment before the Expiration Date for Good Reason, upon 30 days' written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, or by the Executive for Good Reason, as the case may be, the Company shall pay and provide to the Executive (i) any unpaid salary through the date of termination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the Company, (ii) the Target Bonus for the calendar year in which termination occurs, prorated for the portion of such year preceding termination, which shall be paid not later than 120 days after the end of such year, (iii) during each month of the Severance Period (as defined below), an amount equal to the sum of (x) Executive's monthly

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salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive's Target Bonus for the calendar year in which termination occurs, (iv) throughout the Severance Period, continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination and (v) reimbursement to the Executive for up to $10,000 of executive outplacement services. In no event, including at the expiration of the agreement, shall the Executive receive less than six months of such salary or benefits under this agreement.

                        (ii) In addition to the foregoing and notwithstanding any other agreement between the Executive and the Company, all Accelerated Equity Grants which were held by the Executive at the time of the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason (whether or not following a Change of Control), shall become fully exercisable and shall remain exercisable for the same period following termination as would apply if the Executive's employment had not terminated.

                (d) Change in Control. (i) If, following a "Change in Control" (as defined herein) and prior to the end of the Term, the Company terminates the Executive's employment without Cause, or the Executive terminates employment hereunder for Good Reason, the Company shall pay to the Executive, within 20 days following termination, (i) any unpaid salary through the date of termination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the Company, (ii) the Target Bonus for the calendar year in which termination occurs, prorated for the portion of such year preceding termination, (iii) a lump sum payment equal to (x) 200% of Executive's yearly salary at the rate in effect immediately preceding termination, multiplied by (y) the Severance Multiple (as defined herein), (iv) reimbursement to the Executive for up to $10,000 of executive outplacement services and (v) a lump sum equal to the Company's cost for health insurance, life insurance and retirement benefits for the Severance Period.

                        (ii) In addition to the foregoing and notwithstanding any other agreement between the Executive and the Company, all Accelerated Equity Grants which were held by the Executive at the time of the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason following a Change of Control (and prior to the end of the Term), shall become vested and fully exercisable and shall remain exercisable for the same period following termination as would apply if the Executive's employment had not terminated.

                (e) As used herein:

                        (i) the term "Cause" shall mean (v) the Executive's commission of an act of fraud or dishonesty or a crime involving money or other property of the Company; (w) the Executive's conviction of a felony or a plea of guilty or nolo contendere to an indictment for a felony that damages the Company; (x) if, in carrying out Executive's duties hereunder, the Executive engages in conduct which constitutes willful misconduct or gross negligence; (y) the Executive's failure to carry out a lawful order of the Board of Directors of the Company or its Chief Executive Officer; or (z) a material breach by the Executive of this Agreement. Any act or failure to act on the part of the Executive which is based upon authority given pursuant to a

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resolution duly adopted by the Board of Directors of the Company or authorized in writing by the Chief Executive Officer of the Company, or based upon the advice of counsel for the Company, shall not constitute Cause as used herein. For purposes of this provision only, a breach shall be "material" if it is demonstrably injurious to the Company, its affiliates or any of its respective business units, financially or otherwise.

                        Cause shall not exist unless and until the Company (i) has delivered to the Executive a written Notice of Termination that specifically identifies the events, actions, or non-actions, as applicable, that the Company believes constitute Cause hereunder, and, in the case of termination for Cause under clauses (x), (y) or (z) above, the Executive has been provided with an opportunity to cure the offending conduct (if curable) within 30 days after delivery of the written Notice of Termination, and has not so cured such conduct (if curable), and (ii) the Executive has been provided an opportunity to be heard (with counsel) within 30 days after delivery of the notice of Termination; provided, however, that in the case of termination for Cause under clauses (x), (y), and (z) above, the date of termination shall be no earlier than 35 days after delivery of the Notice of Termination.

                        (ii) the term "Good Reason" shall mean any one of the following:

                                (1) a material breach of the Company's obligations under this Agreement, which breach has not been cured within ten business days after the Company's receipt of written notice from the Executive of such breach;

                                (2) a reduction in the Executive's then annual base salary;

                                (3) the relocation of the Executive's office to a location more than 30 miles from Executive's present office in New York City;

                                (4) the failure to pay the Executive any undisputed portion of the Executive's compensation within 15 business days after the date of receipt of written notice that such compensation or payment is due;

                                (5) the failure to continue in effect any compensation or benefit plan in which the Executive is participating, unless either (i) an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan; or (ii) the failure to continue the Executive's participation therein (or in such substitute or alternative plan) does not discriminate against the Executive, both with respect to the amount of benefits provided and the level of the Executive's participation, relative to other similarly situated participants;

                                (6) a reduction in the Executive's title and status as Chief Financial Officer of the Company, or any change in the Executive's status as reporting directly to the Chief Executive Officer; or the assignment to the Executive of any duties materially inconsistent with the Executive's position (including, without limitation, status, office, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in

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bad faith and which is remedied by the Company no later than thirty (30) days after written notice by the Executive;

                                (7) the failure of the Company to comply with its obligations under Section 12(a); or

                                (8) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted in this Agreement.

                        (iii) the terms "Disabled" or "Disability" shall mean the Executive's physical or mental incapacity which renders the Executive incapable, even with a reasonable accommodation by the Company, of performing the essential functions of the duties required of Executive by this Agreement for one hundred twenty (120) or more consecutive days; the term "Disability Termination Date" shall mean the date as of which the Executive's employment with the Company is terminated, either by the Executive or by the Company, following the suffering of a Disability by the Executive.

                        (iv) the term "Severance Period" shall mean the period commencing with the termination of the Executive's employment and ending with the last day of the Term.

                        (v) the term "Severance Multiple" shall mean 3 times.

                        (vi) the term "Change in Control" shall have the same meaning as in the Company's 1999 Stock Option Plan, as in effect on the date hereof.

                        (vii) the term "Target Bonus" shall mean 75% of Executive's annual salary for the relevant year during the Term.

                        (viii) The term "Retirement" shall mean voluntary retirement by the Executive after attaining age 60 with 10 years of service with the Company, or, if the Executive has not attained age 60 and/or has less than l0 years of service with the Company, the Company determines that circumstances exist that warrant the granting of Retirement status.

                (f) The Executive shall have no obligation to seek other employment or otherwise mitigate the Company's obligations to make payments under this Section 6, and the Company's obligations shall not be reduced by the amount, if any, of other compensation or income earned or received by the Executive after the effective date of Executive's termination.

                (g) Notwithstanding anything herein to the contrary, if at the time of the Executive's termination of employment with the Company, the Executive is a "specified employee" as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"); and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months following the Executive's termination of employment with the Company

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(or the earliest date as is permitted under Section 409A of the Code). The Company shall consult with the Executive in good faith regarding the implementation of the provisions of this Section 6(g).

        7. Effect of Section 280G of the Internal Revenue Code.

                (a) Notwithstanding any other provision of this Agreement to the contrary, and except as provided in Section 7(b), to the extent that any payment or distribution of any type to or for the benefit of the Executive by the Company (or by any affiliate of the Company, any person or entity who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the "Code", and the regulations thereunder), or any affiliate of such person or entity, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is or will be subject to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Total Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the Executive received the entire amount of such Total Payments. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined herein). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

                (b) The determination of whether the Total Payments shall be reduced as provided in this Section 7 and the amount of such reduction shall be made at the Company's expense by an accounting firm jointly selected by the Company and the Executive from among its independent auditors and the five (5) largest accounting firms (an "Eligible Accounting Firm") in the United States (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to the Company and the Executive within ten (10) days of the last day of Executive's employment. If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Total Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such payments and, absent manifest error, such Determination shall be binding, final and conclusive upon the Company and the Executive. If the Accounting Firm determines that an Excise Tax would be payable, the Executive shall have the right to accept the Determination of the Accounting Firm as to the extent of the reduction, if any, pursuant to this Section 7, or to have such Determination reviewed by another Eligible Accounting Firm selected by the Executive, at the expense of the Company, in which case the determination of such second accounting firm shall be binding, final and conclusive upon the Company and Executive.

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        8. Company Property. Any trade name or mark, program, discovery, process, design, invention or improvement which the Executive makes or develops, which relates, directly or indirectly, to the business of the Company or its affiliates, or Executive's employment by the Company, shall be considered as "made for hire" and shall belong to the Company and shall be promptly disclosed to the Company. During the Executive's employment and thereafter, the Executive shall, without additional compensation, execute and deliver to or as requested by the Company, any instruments of transfer and take such other action as the Company may reasonably request to carry out the provisions hereof, including filing, at the Company's sole expense, trademark, patent or copyright applications for any trade name or mark, invention or writing covered hereby and assigning such applications to the Company.

        9. Confidential Information. The Executive shall not, either during the term of Executive's employment by the Company or thereafter, disclose to anyone or use (except, in each case, in the performance of Executive's responsibilities hereunder and in the regular course of the Company's business), any information acquired by the Executive in connection with or during the period of Executive's employment by the Company, with respect to any confidential, proprietary or secret aspect of the affairs of the Company or any of its affiliates, including but not limited to the requirements and terms of dealings with existing or potential licensors, licensees, designers, suppliers and customers and methods of doing business, all of which the Executive acknowledges are confidential and proprietary to the Company, and any of its affiliates, as the case may be.

        10. Competition; Recruitment; Non-Disparagement.

                (a) The Executive shall not, at any time during Executive's employment by the Company and during the Severance Period (provided that the Company is making or has made the payments to Executive which may be required hereby during such Severance Period) (the "Non-Compete Period") and under the following circumstances, engage or become interested (as an owner, stockholder, partner, director, officer, employee, consultant or otherwise) in any business which competes, directly or indirectly, with the business conducted by the Company or any of its subsidiaries or affiliates at the time of termination of employment. The ownership of less than 5% of the stock of a publicly owned company which competes with the Company, any of its subsidiaries or affiliates, in and of itself, shall not be considered a violation of the provisions of this Section 10.

                (b) The Executive shall not, at any time during Executive's employment by the Company and thereafter until the second anniversary of the expiration of the Non-Compete Period, recruit, solicit for employment, hire or engage, or assist any person or entity in recruiting, soliciting for employment, hiring or engaging, any employee or consultant of the Company, any of its subsidiaries or affiliates, or any person who was an employee or consultant of the Company, any of its subsidiaries or affiliates within one year before the termination of the Executive's employment.

                (c) For the longer of the Non-Compete Period or a period of three years immediately following the date of termination, (i) the Company, and its respective affiliates and

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employees shall not disparage the Executive, and (ii) the Executive shall not disparage the Company, or its respective affiliates and employees.

                (d) The Executive acknowledges that these provisions are necessary for the protection of the Company, and its subsidiaries and affiliates and are not unreasonable, because the Executive would be able to recruit and hire personnel other than employees of the Company, and any of their subsidiaries and affiliates. The Executive further agrees that a breach of Section 8, 9 or 10 of this Agreement shall result in the immediate cessation of any payments pursuant to this Section 10 and Section 6 hereof, if applicable. The duration and the scope of these restrictions on the Executive's activities are divisible, so that if any provision of this Section 10 is held or deemed to be invalid, that provision shall be automatically modified to the extent necessary to make it valid.

        11. Notices. Any notice or other communication to the Company or to the Executive under this Agreement shall be in writing and shall be considered given when mailed by certified mail, return receipt requested, to such party at Executive's address below, or to the Company at [COMPANY'S ADDRESS], Attention: President (or at such other address as such party may specify by written notice to the other party).

        12. Successors; Binding Agreement.

                (a) Company's Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the business or assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the business or assets of the Company and such assignee or transferee assumes all of the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company will require any such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid, which executes and delivers the agreement provided for in this Section 12 or which otherwise becomes bound by all the terms and provisions of this Agreement or by operation of law.

                (b) Executive's Successors. This Agreement shall not be assignable by the Executive. This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. Upon the Executive's death, all amounts to which Executive is entitled hereunder, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.

        13. Indemnification. The Company shall indemnify Executive and hold the Executive harmless, to the maximum extent permitted by applicable law, from and against all

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claims, actions, suits, proceedings, loss, damage, liability, costs, charges and expenses, including reasonable attorneys' fees and costs arising in connection with the Executive's performance of Executive's duties hereunder or Executive's status as an employee, officer, director or agent of the Company or its affiliates, in accordance with the Company's indemnity policies for its senior executives.

        14. Interest on Late Payments. "Undisputed Late Obligations" shall bear interest beginning on the Due Date until paid in full at an annual rate of one percent (1.0%) plus the prime rate as declared from time to time by The Chase Manhattan Bank. For purposes hereof, "Undisputed Late Obligations" shall mean any obligation which remains unpaid 5 days after written notice thereof is delivered to the other party in accordance with Section 11 (the "Due Date") for money under this Agreement owing from one party to another, which obligation (i) is not subject to any bona fide dispute or (ii) has been adjudicated by an arbitration panel or court of competent jurisdiction to be due and payable.

        15. Arbitration. Except as otherwise provided herein, all controversies, claims or disputes arising out of or related to this Agreement shall be settled under the rules of the American Arbitration Association then in effect in the State of New York, as the sole and exclusive remedy of either party, and judgment upon such award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

        16. Attorneys' Fees. The Company shall reimburse the Executive (or the Executive shall reimburse the Company) for all reasonable costs, including without limitation reasonable attorneys' fees, of the Executive or the Company, as the case may be, in any dispute, arbitration or proceeding arising under this Agreement (collectively, a "Proceeding"), so long as the Executive or the Company, as the case may be, "prevails in substantial part" with respect to Executive's or the Company's claims or defenses in such Proceeding. For purposes hereof, the Executive shall be deemed to have "prevailed in substantial part" if (i) the Executive is the party originally demanding a Proceeding, and the arbitrator(s) shall have awarded the Executive at least 75% of the amount originally demanded by the Executive, or (ii) the Company is the party originally demanding a Proceeding, and the arbitrator(s) shall have denied the Company the relief originally requested. The Company shall be deemed to have "prevailed in substantial part" if the Executive is the party originally demanding a Proceeding and the arbitrator(s) shall have awarded the Executive less than 25% of the amount originally demanded by the Executive.

        17. Miscellaneous.

                (a) Given that a breach of the provisions of this Agreement would injure the Company irreparably, the Company may, in addition to its other remedies, obtain an injunction or other comparable relief restraining any violation of this Agreement, and no bond, security or other undertaking shall be required of the Company in connection therewith.

                (b) The provisions of this Agreement are separable, and if any provision of this Agreement is invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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                (c) This Agreement constitutes the entire understanding and agreement between the parties, and supersedes all other existing agreements between them and cannot be amended, unless such amendment is in writing and signed by both parties to this Agreement.

                (d) This Agreement shall be governed by and construed in accordance with the laws of the State of New York (other than its choice of laws rules), where it has been entered and where it is to be performed. The parties hereto consent to the exclusive jurisdiction of any federal or state court in the State of New York to resolve any dispute arising under this Agreement or otherwise.

                (e) The headings in this Agreement are solely for convenience of reference and shall not affect its interpretation.

                (f) The failure of either party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. For any waiver of a provision of this Agreement to be effective, it must be in writing and signed by the party against whom the waiver is claimed.

                (g) The obligations of the Executive and the Company hereunder shall survive the termination of the term of this Agreement and the Executive's employment hereunder, to the extent necessary to give full effect to the provisions of this Agreement.

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first above written.

JONES APPAREL GROUP, INC.

By: /s/ Wesley R. Card
Chief Operating and Financial Officer

/s/ John T. McClain
Executive

Address: 25 Beachmont Terrace
North Caldwell, NJ 07006

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EX-10

EXHIBIT 10.3

        SEPARATION AGREEMENT (this "Agreement") dated as of July 11, 2007, between Jones Apparel Group, Inc., a Pennsylvania Corporation (the "Company"), and Peter Boneparth (the "Executive").

        WHEREAS the Executive and the Company entered into an Amended and Restated Employment Agreement dated as of March 11, 2002, which was amended on February 28, 2003 (as amended, the "Employment Agreement");

        WHEREAS the Executive and the Company have agreed that the Executive's service with the Company will terminate on, and such termination will be effective as of, July 12, 2007 (the "Separation Date"); and

        WHEREAS the Executive and the Company wish to enter into this Agreement to set forth the terms and conditions of the Executive's separation;

        NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as set forth below.

        1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Employment Agreement.

        2. Separation. Except as otherwise provided herein, the Employment Agreement shall remain in full force and effect in accordance with its terms until the Separation Date. Effective as of the Separation Date, the Executive's service as a director, officer and employee of the Company and all its affiliates shall terminate. The Executive and the Company hereby waive all provisions of the Employment Agreement regarding advance notice of termination.

        3. Payments. (a) Accrued Amounts. Pursuant to clause (i) of Section 6(c)(i) of the Employment Agreement, on the Separation Date, the Company shall pay the Executive a lump-sum cash amount equal to the sum of (i) any unpaid salary earned through the Separation Date and (ii) any unpaid reimbursable expenses incurred by the Executive on behalf of the Company for which appropriate documentation was submitted by the Executive no less than two business days prior to the Separation Date. The Executive acknowledges that he has previously received the full amount of all bonuses payable to him by the Company, except the prorated bonus described in Section 3(b).

        (b) Prorated Bonus. Pursuant to clause (ii) of Section 6(c)(i) of the Employment Agreement, on the Separation Date, the Company shall pay the Executive a lump-sum cash amount equal to $1,596,774.19.

        (c) Severance Payments. Pursuant to clause (iii) of Section 6(c)(i) of the Employment Agreement, on the first business day of each month during the period from August 1, 2007 through March 31, 2009, the Company shall pay the Executive a lump-sum cash amount equal to $458,333.33.

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        (d) Continuation of Benefits. In satisfaction of the Company's obligation pursuant to clause (iv) of Section 6(c)(i) of the Employment Agreement, (i) during the period from the Separation Date through March 31, 2009, the Executive (and his eligible dependents) shall continue to participate in the Company's medical and dental plans in which the Executive is participating on the date hereof, which participation shall be on the same basis as in effect for other senior executives of the Company from time to time, and (ii) on the Separation Date, the Company shall pay the Executive a lump-sum cash amount equal to $379,801.59. The Executive agrees that the Company shall have no obligation to the Executive in respect of such clause of the Employment Agreement other than the continuation of the benefits referred to in clause (i) of the preceding sentence and the making of the cash payment referred to in clause (ii) of the preceding sentence.

        (e) Outplacement Services. Pursuant to clause (v) of Section 6(c)(i) of the Employment Agreement, the Company shall reimburse the Executive for up to $10,000 of executive outplacement services.

        (f) Equity Awards. Pursuant to Section 6(c)(ii) of the Employment Agreement, on July 16, 2007, (i) all Restricted Shares then held by the Executive shall become fully vested and become immediately free of restrictions and (ii) all Options then held by the Executive shall become fully exercisable and remain exercisable for the same period following the Separation Date as would apply if the Executive's employment had not terminated. The Company and the Executive agree that all such Restricted Shares and Options (including the exercise prices and expiration dates thereof) are set forth on Exhibit A hereto.

        4. No Other Payments; Survival. The Executive acknowledges and agrees that, except as otherwise expressly provided in this Agreement or in the provisions of the Employment Agreement that are incorporated by reference herein, the Executive shall have no right or entitlement from or after the Separation Date to any compensation, bonus, benefits or other amounts in connection with the Executive's service with the Company and its affiliates or the termination of the Executive's services (whether pursuant to the Employment Agreement, any plan, program or policy of the Company or otherwise). The Executive and the Company agree that, from and after the Separation Date, (i) the Executive shall remain subject to the provisions of Sections 8 (Company Property), 9 (Confidential Information) and 10(a), (b), (c) and (d) (Competition; Recruitment; Non-Disparagement) of the Employment Agreement, in each case, in accordance with their terms and (ii) the Company shall remain subject to the provisions of (A) Sections 10(c) (Non-disparagement) and 13 (Indemnification) of the Employment Agreement, in each case, in accordance with their terms, (B) Sections 12(a) (Company's Successors), 14 (Interest on Late Payments) and 16 (Attorneys' Fees) of the Employment Agreement, in each case, in accordance with their terms as applied to this Agreement and (C) Section 3(e) of the Employment Agreement with respect to expenses otherwise reimbursable thereunder that are incurred prior to the Separation Date and not previously reimbursed. Each party hereto shall bear its own legal fees and expenses incurred in connection with the negotiation and execution of this Agreement.

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        5. Press Release. At least one day prior to the public announcement of the Executive's separation from the Company, the Executive shall be provided with a copy of a substantially final draft of the press release that the Company intends to issue regarding the Executive's separation. The Executive shall be provided with the opportunity to provide comments on such release to the Company, but the Company shall have no obligation to accept any such comments. The final draft of such press release is attached hereto as Exhibit B. For the avoidance of doubt, this Section 5 and the Company's obligations hereunder shall only apply to the portions of such press release related to the Executive and the Executive's separation and shall not apply to any other portion of such press release.

        6. Mutual Release and Waiver. In consideration of the mutual promises contained in this Agreement, the Company and the Executive agree as set forth below.

        (a) Release by the Company. Subject to the limitations set forth below in Section 6(e), the Company, on behalf of itself and its affiliates, irrevocably releases the Executive, his attorneys, agents, representatives, advisors, executors, administrators and heirs and the successors, predecessors and assigns of each of the foregoing (and those acting on their behalf in any capacity whatsoever) from all claims, counterclaims, actions, complaints, causes of actions, judgments, debts, rights to indemnification, demands or suits, at law or in equity, known or unknown, arising from, relating to or otherwise concerning the Executive's employment with the Company or the termination thereof, which the Company or any of its past and present parents, subsidiaries or affiliates and the successors, predecessors and assigns of each of the foregoing ever had, now have or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Agreement, including any such claims arising out of, relating to or otherwise concerning the Employment Agreement and including any such claims based on theories of contract or tort. The Company covenants on behalf of itself and its affiliates not to sue the Executive or any other person or entity described above, at law or in equity, in any forum, for any claims, counterclaims, actions, complaints or causes of actions as set forth in this provision.

        (b) Release by the Executive. In consideration of the payments and benefits provided by the Company to the Executive pursuant to this Agreement, and subject to the limitations set forth below in Sections 6(c) and 6(e), the Executive irrevocably releases the Company, its past and present parents, subsidiaries, affiliates, directors, officers, employees, shareholders, attorneys, agents, representatives and advisors and the successors, predecessors and assigns of each of the foregoing (and those acting on their behalf in any capacity whatsoever) (collectively, the "Company Released Parties") from all claims, counterclaims, actions, complaints, causes of actions, judgments, debts, rights to indemnification, demands or suits, at law or in equity, known or unknown, arising from, relating to or otherwise concerning the Executive's employment with the Company or the termination thereof, which the Executive or any of his executors, administrators or heirs and the successors, predecessors and assigns of each of the foregoing ever had, now have or hereafter can, shall or may have, for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the 

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day of the date of this Agreement, including any claims arising out of, relating to or otherwise concerning the Employment Agreement. This includes any claims arising out of federal, state or local wage payment, discrimination, sexual harassment, hostile work environment, retaliation, and fair employment practice law, including Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sections 2000e et seq., the Age Discrimination in Employment Act, as amended, 29 U.S.C. Sections 621 et seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Sections 12101 et seq., the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. Sections 2601 et seq., the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. Sections 201 et seq., the Employment Retirement Income Security Act of 1974, as amended, 29 U.S.C. Sections 1001 et seq., the New York Human Rights Law, as amended, N.Y. Exec. Law Sections 290 et seq., the Administrative Code of the City of New York, Title 8, Civil Rights Sections 8-101 et seq., and any other federal, state or local law or ordinance (whether common law or statutory) dealing with discrimination in employment on the basis of sex, gender, age, race, color, national origin, religion, disability or equal pay requirements, including such claims based on theories of the Executive's mental and physical condition, sexual harassment, hostile work environment, retaliation, contract or tort. The Executive covenants not to sue the Company or any other person or entity described above, at law or in equity, in any forum, for any claims, counterclaims, actions, complaints or causes of actions as set forth in this provision.

        (c) Representations of the Executive. The Executive hereby represents, warrants and covenants that he was represented by an attorney of his own selection regarding the release and waiver contained in Section 6(b) (the "Release"). The Executive acknowledges that he enters into the Release voluntarily and with full knowledge and understanding of the provisions set forth in this Section 6 after consulting with his counsel. The Executive further acknowledges that with the advice of counsel he has decided to waive the need for 21 calendar days from the receipt of this Agreement to consider the Release of federal age discrimination claims. The Executive may revoke the Release of federal age discrimination claims during the seven calendar days following execution of the Agreement (the "Revocation Period") by sending written notice to the Company in accordance with Section 7(a). Such a revocation will extend only to the claims contained in the Release of federal age discrimination claims, but does not include any other representation, covenant, agreement, release or waiver made by the parties hereto. Such revocation is not intended to affect or impair any other rights, responsibilities or obligations arising from or relating to this Agreement, except that, in the event of any such revocation, the Executive shall forfeit and surrender promptly to the Company any amounts payable, or previously paid, under Section 3. The Executive acknowledges that, at the expiration of the Revocation Period, the Release of federal age discrimination claims shall become effective and shall be final, binding and irrevocable.

        (d) Representations of the Company. The Company hereby represents and warrants that (i) the execution, delivery and performance of this Agreement by the Company has been fully and validly authorized by all necessary corporate action, (ii) the officer signing this Agreement on behalf of the Company is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company is a party or by which it is bound and 

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(iv) upon execution and delivery of this Agreement by the Executive and the Company, it shall be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

        (e) No Impairment. Nothing in Section 4 or this Section 6 is intended to release or otherwise affect or impair (i) any rights, responsibilities or obligations arising from, relating to or otherwise concerning this Agreement, including those responsibilities and obligations arising from or relating to the sections of the Employment Agreement incorporated herein by reference, (ii) any rights the Executive may have to benefits or entitlements under the Company's 401(k) plan or the Company's deferred compensation plans or arrangements in which the Executive participates or (iii) the Executive's eligibility for indemnification and advancement of expenses in accordance with the certificate of incorporation and by-laws of the Company or any applicable insurance policy.

        7. Miscellaneous. (a) Notices. Any notice or communication to the Company or to the Executive under this Agreement shall be in writing and shall be considered given on the third business day following mailing by certified mail, return receipt requested, to the Company at 1411 Broadway, New York, New York 10019, Attention: General Counsel, or to the Executive at the Executive's address on file with the Company (or at such other address as either party may specify by written notice to the other party).

        (b) Assignment. This Agreement shall not be assignable by the Executive. This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. Upon the Executive's death, all amounts to which the Executive is entitled hereunder, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee or other designee or, if there be no such designee, to the Executive's estate.

        (c) Arbitration. Except as otherwise provided herein, all controversies, claims or disputes arising out of or related to this Agreement shall be settled under the rules of the American Arbitration Association then in effect in the State of New York, as the sole and exclusive remedy of either party, and judgment upon such award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

        (d) Injunctions. Given that a breach of the provisions of this Agreement or the provisions of the Employment Agreement that are incorporated herein by reference would injure the Company irreparably, the Company may, in addition to its other remedies, obtain an injunction or other comparable relief restraining any violation of such provisions, and no bond, security or other undertaking shall be required of the Company in connection therewith.

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        (e) Severability. The provisions of this Agreement and the provisions of the Employment Agreement that are incorporated herein are separable, and if any such provision is invalid or unenforceable, the remaining such provisions shall continue in full force and effect.

        (f) Entire Agreement. This Agreement, including the provisions of the Employment Agreement that are incorporated herein, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes the Employment Agreement and all other existing agreements between the Company and the Executive (except to the extent provided in Sections 3(f) and 6(e) above), and cannot be amended, unless such amendment is in writing an signed by both parties to this Agreement.

        (g) Tax Withholding. All amounts payable to the Executive hereunder shall be subject to any required deductions or withholdings from, and the Executive shall be responsible for, any applicable federal, state, local or other taxes (including any taxes under Section 409A of the Code).

        (h) Section 409A. For purposes of Section 409A of the Code, (i) the Executive's rights to receive the payments referred to in Section 3 of this Agreement shall be treated as a right to a series of separate payments under Treas. Reg. Sec. 1.409A-2(b)(2)(iii) and (ii) the Executive's termination of employment with the Company shall be treated as an "involuntary separation from service" within the meaning of Treas. Reg. Sec. 1.409A-1(n).

        (i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (other than its choice of laws rules), where it has been entered into and where it is to be performed. The parties hereto consent to the exclusive jurisdiction of any federal or state court in the State of New York to resolve any dispute arising under this Agreement or otherwise.

        (j) Headings. The headings in this Agreement are solely for convenience of reference and shall not affect its interpretation.

        (k) No Waiver. The failure of either party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. For any waiver of a provision of this Agreement to be effective, it must be in writing and signed by the party against whom the waiver is claimed.

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        IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first written above.

JONES APPAREL GROUP, INC.,

by /s/ Ira M. Dansky
     Name:  Ira M. Dansky
     Title:  Executive Vice President
     General Counsel & Secretary

PETER BONEPARTH,

/s/ Peter Boneparth

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Exhibit A: Outstanding options and restricted shares

Options
Grant Date	Number of Shares Subject to Outstanding Options	Expiration Date	Exercise Price
6/19/2001 6/19/2001 6/19/2001 12/03/2001 3/11/2002 3/11/2002	28,200 292,626 7,374 125,000 1,497,264 2,736	12/29/2010 6/19/2011 6/19/2011 12/3/2011 3/11/2012 3/11/2012	$19.67 $40.68 $40.68 $31.26 $36.54 $36.54

Restricted Shares
Grant Date	Number of Outstanding Restricted Shares
1/3/05 3/6/06 3/27/07	100,000 25,000 74,000

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EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE
Jones Apparel Group, Inc.

Contacts: Joele Frank and Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

WESLEY R. CARD NAMED CHIEF EXECUTIVE OFFICER
JONES APPAREL GROUP

John T. McClain To Join Company As Chief Financial Officer

NEW YORK, July 12, 2007 - Jones Apparel Group, Inc. (NYSE: JNY) today announced that its Board of Directors has unanimously voted to appoint Wesley R. Card, as President and Chief Executive Officer, effective immediately. Mr. Card's appointment follows Peter Boneparth's resignation as President, Chief Executive Officer and a director of the Company. Mr. Card has also been elected to Jones' Board of Directors.

In announcing this transition on behalf of Jones and its Board, Sidney Kimmel, founder of Jones and Chairman of its Board, stated, "Wes has been a key member of our senior management team for many years, both as Chief Financial Officer and as Chief Operating Officer, and has played a critical role in setting the Company's strategic initiatives and executing against them. Moreover, he has demonstrated a clear understanding of our Company and industry, and a commitment to utilizing our outstanding design, merchandising and operating talent to capitalize on opportunities in the marketplace. I personally hired Wes in 1990 and have worked closely with him ever since; his numerous accomplishments over his career at Jones make him the natural choice to lead our Company as CEO. The Board of Directors knows Wes well and joins me in expressing its confidence in Wes's ability to lead Jones to a successful future."

Mr. Kimmel continued, "On behalf of the Board, we thank Peter Boneparth for his contributions to Jones, and wish him much success in his future endeavors. With the pending sale of Barneys New York and the previously announced decision to exit or sell certain moderate sportswear businesses, Peter and the Board agreed that this was an appropriate time to transition our leadership."

Mr. Card, President and Chief Executive Officer, stated, "I truly value my many years at Jones Apparel Group as the Company's Chief Operating and Financial Officer. I am excited and prepared to take on new responsibilities at this time in our Company's history; I have an excellent working relationship with the Board and greatly appreciate the Board's support. We have a talented, experienced and dedicated management team, and a product portfolio of highly recognizable brand names to build upon and grow. Our strength in execution is well-demonstrated. I am confident that, with the support and commitment of all of my associates across all of our brands and functions, we are well-positioned for future success."

Jones also announced today the appointment of John T. McClain as Chief Financial Officer, reporting to Mr. Card. John will start on July 16, 2007.

Mr. Card stated, "On behalf of all of my associates at Jones, I am pleased to welcome John McClain as our Chief Financial Officer. I am confident that his broad experience and strong financial skills will be invaluable as we work to implement our strategic plans. John is an outstanding financial executive who has extensive experience working with multi-billion dollar companies."

About Wesley Card
Mr. Card, age 59, joined Jones Apparel Group in 1990 as its Chief Financial Officer, and added the responsibility of Chief Operating Officer in 2002. He has extensive experience in the apparel industry, in which he has worked for the past twenty-eight years. In addition to his positions at Jones Apparel Group, he has held senior operating and financial positions at Warnaco Inc. and at Carolyn Roehm, Inc. Mr. Card serves on the Board of the American Apparel & Footwear Association and was its Chairman from 2005 to 2007.

About John McClain
Mr. McClain, age 46, most recently served as Chief Accounting Officer of Avis Budget Group (formerly Cendant Corporation). From 1999 to 2006, Mr. McClain served as Senior Vice President, Finance and Corporate Controller for Cendant Corporation. From 1998 to 1999, he served as Vice President, Controller and Chief Accounting Officer for Sirius Satellite Radio. From 1993 to 1998, Mr. McClain served in various roles at ITT Corporation, including Assistant Controller and Director of Accounting, as well as Manager of Financial Reporting. He had previously served as an Audit Manager and in various senior positions at Arthur Andersen. He has a Bachelor of Science in Accounting from Lehigh University and was certified as a public accountant by the state of New Jersey. Mr. McClain is a member of the American Institute and the New Jersey Society of Certified Public Accountants.

About Jones Apparel Group
Jones Apparel Group, Inc. (http://www.jny.com), a Fortune 500 company, is a leading designer, marketer and wholesaler of branded apparel, footwear and accessories. The Company also markets directly to consumers through our chain of specialty retail and value-based stores, and operates the Barneys New York chain of luxury stores. The Company's nationally recognized brands include Jones New York, Nine West, Anne Klein, Gloria Vanderbilt, Kasper, Bandolino, Easy Spirit, Evan-Picone, Norton McNaughton, Erika, l.e.i., Energie, Enzo Angiolini, Joan & David, Mootsies Tootsies, Sam & Libby, Napier, Judith Jack, Albert Nipon, Le Suit and Barneys New York. The Company also markets costume jewelry under the Givenchy brand licensed from Givenchy Corporation and footwear under the Dockers Women brand licensed from Levi Strauss & Co. Each brand is differentiated by its own distinctive styling, pricing strategy, distribution channel and target consumer. The Company contracts for the manufacture of its products through a worldwide network of quality manufacturers. The Company has capitalized on its nationally known brand names by entering into various licenses for several of its trademarks, including Jones New York, Evan-Picone, Anne Klein New York, Nine West, Gloria Vanderbilt and l.e.i., with select manufacturers of women's and men's products which the Company does not manufacture. For more than 30 years, the Company has built a reputation for excellence in product quality and value, and in operational execution.