UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of
NINE WEST GROUP INC.,
a corporation.

File No. 981-0386

AGREEMENT CONTAINING CONSENT ORDER TO CEASE AND DESIST

The Federal Trade Commission having initiated an investigation of certain acts and practices of Nine West Group Inc., and it now appearing that Nine West Group Inc., hereinafter sometimes referred to as Proposed Respondent, is willing to enter into an agreement containing an order to cease and desist from engaging in the acts and practices being investigated,

IT IS HEREBY AGREED by Nine West Group Inc., by its duly authorized officers, and its attorneys, and counsel for the Federal Trade Commission that:

1. Proposed Respondent Nine West Group Inc., as defined in the attached Order, is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware. The mailing address and principal place of business of Proposed Respondent Nine West Group is Nine West Plaza, 1129 Westchester Avenue, White Plains, New York 10604-3529.

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint here attached.

3. Proposed Respondent waives:

a. any further procedural steps;

b. the requirement that the Commission's Decision & Order, here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Decision & Order entered pursuant to this Consent Agreement; and

d. any claim under the Equal Access to Justice Act.

4. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission it, together with the Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may withdraw its acceptance of this Consent Agreement and so notify Proposed Respondent, in which event it will take such action as it may consider appropriate. If such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.  2.34, the Commission may, without further notice to Proposed Respondent, issue the attached Decision & Order containing an order to cease and desist. When final, the Decision & Order shall have the same force and effect, and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision & Order shall become final upon service. Delivery of the Complaint and the Decision & Order to Proposed Respondent's address as stated in this agreement by any means specified in Commission Rule 4.4(a), 16 C.F.R. 4.4(a), shall constitute service. Proposed Respondent waives any right it may have to any other manner of service. The Complaint may be used in construing the terms of the Decision & Order, and no agreement, understanding, representation, or interpretation not contained in the Decision & Order or the Consent Agreement may be used to vary or contradict the terms of the Decision & Order.

5. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondent that the law has been violated as alleged in the draft of Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.

6. By signing this Agreement Containing Consent Order, Proposed Respondent represents and warrants that it can accomplish the full relief contemplated by the attached Decision & Order, and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief contemplated by this Consent Agreement are parties to the Consent Agreement and are bound thereby as if they had signed this Consent Agreement and were made parties to this proceeding and to the Decision & Order.

7. Proposed Respondent has read the Complaint and the Decision & Order contemplated hereby. Proposed Respondent understands that once the Decision & Order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the Decision & Order. Proposed Respondent agrees to comply with the Decision & Order from the date it executes this Consent Agreement. Proposed Respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the Decision & Order after it becomes final.

Signed this __ day of __________, 2000.

Nine West Group Inc.
By
(name) (title)
(street)
(city and state)

Jones Apparel Group, Inc.
By____________________________________________
(name) (title)
(street)
(city and state)

Alan B. Loughnan
Counsel for the Federal Trade Commission

APPROVED:

Barbara Anthony
Regional Director
Northeast Region

Richard G. Parker
Director
Bureau of Competition