EXHIBIT 4.5

                       GARAN, INCORPORATED
                    1999 RESTRICTED STOCK PLAN
                            SECTION I
               Establishment, Purpose, and Duration
       1.1. Garan, Incorporated hereby establishes an incentive
compensation plan known as the Garan, Incorporated 1999 Restricted Stock Plan
to permit the grant of restricted stock to certain selected employees of
Garan, Incorporated and its subsidiaries.
       1.2. The purpose of the Garan, Incorporated 1999 Restricted Stock
Plan is to provide an increased incentive for the participating employees to
contribute to the future success and prosperity of Garan, Incorporated, to
link the personal interest of the participating employees with the Garan,
Incorporated shareholders so that the value of the Garan, Incorporated Common
Stock is enhanced for the benefit of its shareholders, and to increase the
ability of Garan, Incorporated and its subsidiaries to retain individuals of
exceptional skill.
       1.3. The Garan, Incorporated 1999 Restricted Stock Plan shall be
effective on May 7, 1999, and remain effective until all shares of Common
Stock subject to it shall have been granted and fully vested.
                            SECTION II
                   Definitions and Construction
       2.1. The following terms used in this 1999 Restricted Stock Plan
shall have the respective meanings set forth in this Section.
            Board shall mean the Board of Directors of Garan.
            Cause shall mean, with respect to a Grantee, the commission
by the Grantee of one or more acts which constitute an indictable crime under
Federal, state, or local law, each as may be determined in good faith by
written resolution adopted by a majority of the members of the Board at a
meeting duly called and held for that purpose after reasonable notice to the
Grantee and opportunity for the Grantee and his or her counsel to be heard.
            Change in Control shall mean: (a) Continuing Directors no
longer constitute at least a majority of the Board; (b) any person or group of
persons (as defined in Rule 13d-5 under the Exchange Act), together with its
affiliates, become the beneficial owner, directly or indirectly, of at least
40% of Garan's then outstanding Common Stock; (c) the approval by Garan's
shareholders of the merger or consolidation of Garan with any other
corporation, the sale of substantially all of the assets of Garan, or the
liquidation or dissolution of Garan unless, in the case of a merger or
consolidation, the Continuing Directors in office immediately prior to such
merger or consolidation will constitute at least a majority of directors of
the surviving corporation of such merger or consolidation and any parent (as
such terms is defined in Rule 12b-2 under the Exchange Act) of such
corporation, and such surviving corporation (and such parent, if any) shall
have at least five directors; or (d) at least a majority of the Continuing
Directors in office immediately prior to any other action proposed to be taken
by Garan's shareholders or by the Board determines that such proposed action,
if taken, would constitute a change of control of Garan and such proposed
action is thereafter taken.
            Committee shall mean the Compensation Committee appointed by
the Board.
            Common Stock shall mean the Common Stock, no par value, of
Garan.
            Company shall mean Garan, Incorporated and its Subsidiaries.
            Continuing Director shall mean any individual who is a
member of the Board on May 7, 1999, or is designated after such date (before
such person's initial election as a director) as a Continuing Director by a
majority of the then Continuing Directors.
            Disabled shall mean that a Grantee, in the reasonable
opinion of the Committee, has been unable for a period of 90 consecutive days
or for an aggregate of 120 days during any period of 360 consecutive days to
substantially carry out the duties customarily performed by him or her for the
Company because of psychological, emotional, or physical reasons.
            Exchange Act shall mean the Securities Exchange Act of 1934,
as amended.
            Fair Market Value shall mean with respect to a share of
Common Stock granted as a Stock Award, the reported closing price of the
Common Stock on the trading day prior to the date on which the Stock Award was
granted or, if there was no reported sale of Common Stock on that day, than
the reported closing price on the next preceding trading day on which there
was such a sale.
            Garan shall mean Garan, Incorporated
            Grantee shall mean an individual who has been granted a
Stock Award.
            Parent Corporation shall mean a parent corporation, as
defined in Section 424(e) of the Code.
            Plan shall mean this Garan, Incorporated 1999 Restricted
Stock Plan.
            Restricted Stock Award Agreement shall mean an agreement
between Garan and each Grantee setting forth the terms and provisions
applicable to his or her Stock Award.
            Restriction Period shall mean the period beginning on the
date of a Stock Award and ending on the earlier of (a) the day prior to the
fifth anniversary of the date of the Stock Award, (b) the date of death of the
Grantee if such death occurs while the Grantee is in the employ of the
Company, (c) the date that the Grantee becomes Disabled if such event occurs
while the Grantee is in the employ of the Company, or (d) the date of a Change
in Control.
            Stock Award shall mean shares of Common Stock awarded to a
Grantee in accordance with Section 5.1.
            Subsidiary shall mean a subsidiary corporation, as defined
in Section 424(f) of the Code.
               Termination of Employment shall mean the voluntary
termination, including retirement, by a Grantee of his or her employment or
consulting relationship with the Company or a termination by the Company of a
Grantee's employment without Cause but shall exclude a change from employee to
consultant status.
            Termination With Cause shall mean a termination by the
Company of a Grantee's employment for Cause.
       2.2. When used in this Plan, unless the context clearly indicates
to the contrary, (a) the singular shall include the plural and (b) if a
defined term is intended, it shall be capitalized.
                           SECTION III
                          Administration
       3.1. Except as otherwise provided in the Plan, and subject to
Section 3.2, the Committee shall administer the Plan and shall have full power
to grant Stock Awards in such amounts as the Committee may determine, to
determine whether a Grantee shall forfeit any portion of his or her stock
grant if the Grantee incurs a Termination of Employment during the Restriction
Period, construe and interpret the Plan, establish and amend rules and
regulations for administration of the Plan, and perform all other acts
relating to the Plan including the delegation of administrative
responsibilities which the Committee believes reasonable and proper.
       3.2. Subject to the provisions of the Plan and the right of the
Board to give specific direction, the Committee shall establish the policies
and criteria pursuant to which it shall grant Stock Awards and administer the
Plan and, in its discretion, shall determine which employees of the Company
shall be granted Stock Awards, the number of shares covered by any such Stock
Awards, and the terms and conditions of the Stock Awards.
       3.3. Any decision made, or action taken, by the Committee or the
Board arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive.
                            SECTION IV
                    Shares Subject to the Plan
       4.1. The total number of shares of Common Stock available for
awards of Stock Grants under the Plan shall be 160,000, subject to adjustment
in accordance with Section VII.  These shares may be either authorized and
unissued or reacquired shares of Common Stock.  If any portion of a Stock
Award shall be forfeited, the forfeited shares covered by such Stock Award
shall be available for future grants of Stock Awards.
                            SECTION V
                           Eligibility
       5.1. Stock Awards may be granted by the Committee to employees of
the Company who contribute to the management, direction, and/or overall
success of the Company.
                            SECTION VI
                      Terms of Stock Awards
       6.1. Each Stock Award shall be evidenced by a Restricted Stock
Award Agreement that shall contain the following terms and provisions and such
other terms and provisions as the Committee or Board shall determine:
            6.1.a.    The number of shares of Common Stock granted.
            6.1.b.    The applicable Restriction Period.
            6.1.c.    During the Restriction Period (i) a Grantee may
not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of
shares granted pursuant to a Stock Award, (ii) Garan shall retain custody of
the certificates evidencing shares granted pursuant to a Stock Award, and
(iii) the Grantee will deliver to Garan a stock power, endorsed in blank, with
respect to each Stock Award.
            6.1.d.    If a Grantee during the Restriction Period
incurs a Termination With Cause, all shares granted under his or her Stock
Award shall be forfeited.
            6.1.e.    The Stock Award shall have an initial value
equal to Fair Market Value.
            6.1.f.    Unless the shares of Common Stock granted by the
Stock Award are registered on the date of grant of the Stock Award under the
Securities Act of 1933, as amended, if counsel to Garan advises that the same
is required prior to delivery of the shares granted, the Grantee shall agree
to hold such shares for investment only and not with a view to resale or
distribution of such shares to the public, and such Grantee shall deliver to
Garan a letter to that effect in a form specified by counsel to Garan together
with any additional documents specified by counsel, and, in the event that
issuance of shares of Common Stock pursuant to a Stock Award is subject to
laws, rules, and/or regulations of a jurisdiction other than the United States
of America, the Grantee simultaneously shall comply with requirements of
counsel to Garan to satisfy the same.
       6.2. During the Restriction Period (as set forth in the
applicable Restricted Stock Award Agreement), a Grantee will have all rights
of a shareholder with respect to all shares of Common Stock granted to him or
her as a Stock Award which have not been forfeited, including the right to
receive dividends and vote the shares.
       6.3. The limitations set forth in Section 6.1.c shall not apply
after the Restriction Period to shares granted as a Stock Award; shares of
Common Stock granted as a Stock Award shall become freely transferable by the
Grantee (subject to the provisions of Section 6.1.f) after the last day of the
applicable Restriction Period and the certificates evidencing the shares
granted shall be delivered to the Grantee.
                           SECTION VII
                           Adjustments
       7.1. If (a) Garan shall at any time be involved in a transaction
to which Section 424(a) of the Internal Revenue Code of 1986, as amended, is
applicable, (b) Garan shall declare a dividend payable in, or shall subdivide
or combine, its Common Stock, or (c) any other event shall occur which in the
judgment of the Committee necessitates action by way of adjusting the terms of
the outstanding Stock Awards, the Committee may take any such action as in its
judgment shall be necessary to preserve the Grantee's rights substantially
proportionate to the rights existing prior to such event and to the extent
that such action shall include an increase or decrease in the number of shares
of Common Stock subject to outstanding Stock Awards, the number of shares
available under Section IV shall be increased or decreased, as the case may
be, proportionately. The judgment of the Committee with respect to any matter
referred to in this Section VII shall be conclusive and binding upon each
Grantee.
                           SECTION VIII
                Amendment and Termination of Plan
       8.1. The Board may at any time, or from time to time, suspend or
terminate the Plan in whole or in part or amend it in such respects as the
Board may deem appropriate.
       8.2. No amendment, suspension, or termination of this Plan,
without a Grantee's consent, shall alter or impair any of the rights or
obligations under any Stock Award theretofore granted under the Plan.
                            SECTION IX
                 Government and Other Regulations
       9.1. The obligation of Garan to issue, or transfer and deliver,
shares for Stock Awards granted under the Plan shall be subject to all
applicable laws, regulations, rules, orders, and approvals which shall then be
in effect and required by governmental entities and any stock exchanges on
which the Common Stock may be traded.
                            SECTION X
                     Miscellaneous Provisions
       10.1.     The right of the Company to terminate (whether by a
Termination With Cause, a Termination Without Cause, or retirement) the
Grantee's employment at any time at will or as otherwise provided by any
agreement between the Company and the Grantee is specifically reserved.
       10.2.     All expenses of administering the Plan shall be borne by
Garan.
       10.3.     In addition to such other rights of indemnification as they
may have as members of the Board or the Committee, the members of the Board
and the Committee shall be indemnified by Garan against all costs and expenses
reasonably incurred by them in connection with any action, suit, or proceeding
to which they or any of them may be party by reason of any action taken or
failure to act under or in connection with the Plan or any Stock Award granted
under the Plan, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
Garan) or paid by them in satisfaction of a judgment in any such action, suit,
or proceeding, except a judgment based upon a finding of bad faith, provided
that upon the institution of any such action, suit, or proceeding, a Committee
or Board member, in writing, shall give Garan notice thereof and an
opportunity, at its own expense, to handle and defend the same before such
Committee or Board member undertakes to handle and defend it on such member's
own behalf.