May, 1996

To Our Business Partners:

Jones Apparel Group, Inc. ("Jones") is committed to legal compliance and ethical business practices in all of our operations worldwide. We choose suppliers and contractors who we believe share that commitment. We are considering placing, or have placed, one or more orders with your company for the manufacture of apparel or for the performance of services with regard to the manufacture of apparel. We would like to call your attention to Jones' policy with regard to legal compliance and ethical business practices.

In our purchase arrangements, we require our suppliers and contractors to comply with all applicable laws and regulations of the country, or countries, in which they are conducting business. Our standards are summarized as follows:

* Our business partners must share our commitment to compliance with all laws regarding the importation of merchandise into the United States. Our business partners must respect the U. S. Customs laws for importation and the laws concerning the transhipment of merchandise. Transhipment is ille gal and Jones will not tolerate this type of transaction for purposes of evading quota or country of origin rules. These are criminal offenses which can carry penalties up to imprisonment.

* Our business partners must share our commitment to providing a safe and healthy workplace and to treating employees fairly and in compliance with local laws. While we recognize that cultural differences exist and standards may vary by country, we expect our partners to adhere to certain practices. Health, safety and other workplace standards must meet all local laws and safety regulations. Worker housing, where provided, must meet the same standards for health and safety as the workplace. Employees must be com pensated fairly for all hours worked and at rates that meet local industry standards. Employees must not be discriminated against because of personal characteristics or beliefs.

* Our business partners must not utilize child labor as defined by the United Nations standards or by national standards, whichever are higher. They must not utilize forced labor, including prison or other compulsory labor.

* Our business partners must share our commitment to product quality and to maintaining the operating practices necessary to meet our quality stan dards.

* Our business partners must adhere to their national laws regarding the protection and preservation of the environment.

If it is found that a supplier or contractor for the production of merchandise for Jones has committed legal violations, or deals with a factory or supplier that has committed legal violations, or is not in compliance with the standards set forth herein, we will take appropriate action, which may include canceling the affected purchase contract(s), terminating our relationship with the supplier or contractor, commencing legal ac tions against the supplier or contractor, or other actions as warranted. We support law enforcement and cooperate with law enforcement authorities in the proper ex ecution of their responsibilities.

Your endorsement of this letter will authorize us to send a Jones representative or agent to your premises from time to time to perform such work as is necessary to ensure that you are in compliance with our standards. You agree to cooperate fully and to provide our representative or agent with any and all information requested which is necessary to prove your compliance with the applicable laws or other matters reviewed.

Please sign and return to us a copy of this letter, which evidences your agreement to comply with Jones' policy, and with the employment standards and legal require ments of your country, with respect to the manufacture of all goods and services which you supply to us. If you have any questions concerning compliance with the applicable laws of your country, we suggest that you consult your local attorney.

Please confirm your agreement with all of the foregoing by signing this letter in the space provided below and returning it to us promptly. A duplicate copy of this letter is enclosed for your records.

Sincerely,

The foregoing is agreed to and will be complied with: