EX-10 3 sept6exhibit10_2.htm EXHIBIT 10.2 EXHIBIT 10

EXHIBIT 10.2

GOLDMAN, SACHS & CO. | 85 BROAD STREET | NEW YORK, NEW YORK 10004 | TEL: 212 902 1000

Opening Transaction

To: Jones Apparel Group, Inc.
1411 Broadway
New York, New York 10018
From: Goldman, Sachs & Co.
Re: Collared Accelerated Stock Buyback
Ref. No: SDB1626236225
Date: September 6, 2007

        The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman, Sachs & Co. ("GS&Co.") and Jones Apparel Group, Inc. ("Counterparty") (together, the "Contracting Parties") on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1.     This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of September 6, 2007 (the "Master Confirmation") between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.     The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date: September 6, 2007
Forward Price Adjustment Amount: USD***
Hedge Period End Date: ***
Scheduled Termination Date: As set forth in the Trade Notification, to be the date that follows the Hedge Period End Date by ***
First Acceleration Date: As set forth in the Trade Notification, to be the date that follows the Hedge Period End Date by ***
Prepayment Amount: USD 400,000,000
Initial Shares: 15,463,569 Shares
Minimum Shares: As set forth in the Trade Notification, to be a number of shares equal to (a) the Prepayment Amount divided by (b) ***% of the Hedge Period Reference Price.
Maximum Shares: As set for in the Trade Notification, to be a number of shares equal to (a) the Prepayment Amount divided by (b) ***% of the Hedge Period Reference Price.
Ordinary Dividend Amount: For any calendar quarter, USD ***

 *** - This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.


Additional Relevant Days: The 10 Exchange Business Days immediately following the Calculation Period.

 
3.     Counterparty represents and warrants to GS&Co. that neither it nor any "affiliated purchaser" (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks immediately preceding the Trade Date.

4.     This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

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        Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely,

GOLDMAN, SACHS & CO.

By: /s/ Debra Tageldein
Authorized Signatory
Name: Debra Tageldein
Title: Vice President

Agreed and Accepted By:

JONES APPAREL GROUP, INC.

By: /s/ John T. McClain
Name: John T. McClain
Title: Chief Financial Officer

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