I. General



The purposes of this Code of Business Conduct and Ethics are to focus the Board and management on areas of ethical risk, provide guidance to personnel to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help to foster a culture of honesty and accountability. References in this Code of Business Conduct and Ethics to the "Company" means Jones Apparel Group, Inc. and any of its subsidiaries.



We expect each of the Company’s officers, other employees and directors to act in accordance with the highest standards of honest and ethical conduct at all times in all aspects of his or her activities, to comply with all applicable laws, rules and regulations, and to abide by this Code of Business Conduct and Ethics and other policies and procedures adopted by the Company to govern the conduct of its officers, other employees and directors.


This Code of Business Conduct and Ethics is intended to ensure honest and ethical behavior and to supplement the Corporate Policy Manual and the Code of Ethics for Senior Executive and Financial Officers of the Company. It must be emphasized that the provisions of the Corporate Policy Manual and the Code of Ethics for Senior Executive and Financial Officers remain fully in effect and, as applicable, you must continue to comply with them.


You understand that you will be held accountable for your adherence to this Code of Business Conduct and Ethics. Compliance with this Code is a condition to your employment or other relationship with the Company and any violations of the Code may result in disciplinary action, up to and including termination of your employment or such relationship.



There shall be no waiver of any provision of this Code of Business Conduct and Ethics, except by a unanimous vote of the Audit Committee, which will determine whether waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect the Company.


In the event that any waiver is granted, the waiver will be disclosed in accordance with applicable law.


II. Conflicts of Interest


A conflict of interest occurs when your private interests interfere in any way, or appear to interfere, with the interests of the Company as a whole. A conflict of interest can arise when you take action or you or a member of your family have interests that may make it difficult for you to perform your duties to the Company objectively and effectively. You should always be aware that the activities and financial interests of your spouse, significant other, children, parents or in-laws may give rise to potential conflicts of interest or the appearance of a conflict of interest. Set forth below are examples of certain obvious situations which may give rise to a conflict of interest and obviously should be avoided. However, the examples are by no means meant to be exhaustive and, therefore, if you have any doubts as to whether or not a relationship or conduct would be considered a conflict of interest, you must consult initially with your supervisor (who will in turn consult with the office of General Counsel) or, in the case of officers and directors, with the Company's General Counsel (who will in turn consult with the Audit Committee). We rely on you to use sound judgment, to seek advice when appropriate and to adhere to the highest ethical standards.


Improper Personal Benefit

Conflicts of interest arise when you or a member of your family receives improper personal benefits as a result of your position in the Company. You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure, including any Company loans or guarantees of your personal obligations.


Ownership or Financial Interests in Other Businesses

You owe the Company your undivided loyalty. You may not have an ownership interest in any other enterprise if that interest compromises or appears to interfere with your ability to exercise independent judgment in the Company’s best interest. For example, neither you nor any member of your family may have a financial interest in a company that competes with the Company or that does business with the Company (such as a supplier or customer). This provision does not apply to investments of under 1% of the outstanding equity securities of a public company as long as the amount of the investment is not so significant that it would affect your business judgment on behalf of the Company.


Corporate Opportunities

You owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. You may not take for yourself a corporate opportunity that is discovered in the course of your employment or through the use of corporate property, information, or position. You may not use corporate property, information, or position for personal gain.

Relationship with a Competitor

Serving as a director of or being employed in any way by a competitor of the Company is strictly prohibited, as is any activity that is intended to or that you should reasonably expect to advance a competitor's interests at the expense of the Company’s interests.


Relationship With a Supplier or Others

You may not accept money or benefits of any kind from a third party as compensation or payment for any advice or service that you may provide to a customer, supplier or anyone else in connection with its business with the Company.


III. Other



You should maintain the confidentiality of information entrusted to you by the Company or its suppliers or customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers or suppliers, if disclosed.


Fair Dealing

You should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentations of material facts, or any other unfair-dealing practice.


Protection and Proper Use of Company Assets

You should protect the Company’s assets and ensure their efficient use. Misappropriation of corporate assets is a breach of your duty to the Company and may be an act of fraud. Carelessness and waste of corporate assets is a breach of your duty to the Company. All Company assets should be used for legitimate business purposes.


Inside” Information and Securities Trading

Insider trading is both unethical and illegal. You shall comply in all respects with the terms of the Company’s policy with respect to Insider Trading set forth in the Company’s Corporate Policy Manual.


IV. Compliance with Laws and the Code of Ethics; Reporting Illegal or Unethical Acts


You are expected to comply with both the letter and spirit of all applicable governmental rules and regulations and this Code of Business Conduct and Ethics, and to report any suspected violations of applicable governmental rules and regulations or this Code of Business Conduct and Ethics to the office of the General Counsel or the Chairman of the Audit Committee. You are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. No one will be subject to retaliation because of a good faith report of a suspected violation.



I acknowledge that I have received and read the Code of Business Conduct and Ethics, and I understand my obligations to comply with this Code. I agree to comply fully with the standards and obligations contained in the Code of Business Conduct and Ethics, including the obligation to report any suspected violations of the Code, and the Company’s related policies and procedures.




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