<PAGE>

                                                                    EXHIBIT 10.2


          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
        SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE
             OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) A
         REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS
        EFFECTIVE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW, OR
            (II) ANY EXEMPTION FROM REGISTRATION UNDER SAID ACT, AND
        APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF
                                  SECURITIES.

                         THE TRANSFER OF THIS WARRANT IS
                         RESTRICTED AS DESCRIBED HEREIN.

                         PHILLIPS-VAN HEUSEN CORPORATION
               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK,
                            PAR VALUE $1.00 PER SHARE

No. W-1                                                          320,000 Shares

         THIS CERTIFIES that, for value received, Calvin Klein, as Trustee of
the Calvin Klein 2001 Revocable Trust, is entitled to subscribe for and purchase
from PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation (the "Company"),
upon the terms and subject to the conditions contained herein, at any time or
from time to time after February 12, 2003 and before 5:00 P.M. Eastern Time on
February 12, 2012 (the "Exercise Period"), Three Hundred Twenty Thousand
(320,000) in the aggregate shares (subject to adjustment) of the Company's
common stock, par value $1.00 per share (including any other securities issuable
upon exercise hereof, the "Common Stock"), at a price per share equal to $28.00
(subject to the adjustment, the "Exercise Price"). This Warrant is the warrant
(collectively, including any warrants issued upon the exercise or transfer of
any such warrants in whole or in part, the "Warrants") issued pursuant to the
Stock Purchase Agreement, dated December 17, 2002 (the "Purchase Agreement"),
among the Company, Calvin Klein, and such other persons named therein. As used
herein, the term (i) "this Warrant" shall mean and include this Warrant and any
Warrant or Warrants hereafter issued as a consequence of the exercise or
transfer of this Warrant in whole or in part, (ii) "Holder" shall mean, Calvin
Klein, as Trustee of the Calvin Klein 2001 Revocable Trust and any other
individual or entity (each, a "person") who is or which becomes a registered
owner of any Warrant pursuant to the terms hereof. Neither this Warrant nor any
shares of Common Stock issued on exercise hereof (the "Warrant Shares") may be
sold or transferred except in accordance with the legend above.

         1. On the terms and subject to the conditions contained herein, this
Warrant may be exercised during the Exercise Period, as to the whole or any
lesser number of whole Warrant Shares, by the surrender of this Warrant (with
the form of election attached hereto duly executed) to the Company at its office
at 200 Madison Avenue, New York, New York 10016, or at such other place as is
designated in writing by the Company, together with, at the option of the
Holder, (i) a certified or bank cashier's check payable to the order of the
Company in an amount



<PAGE>


equal to the Exercise Price multiplied by the number of Warrant Shares for which
this Warrant is being exercised (the "Aggregate Exercise Price"), (ii) the
acceptance by the Holder of a number of Warrant Shares equal to (A) the number
of Warrant Shares subject to such exercise, less (B) the product of (1) such
number of Warrant Shares multiplied by (2) the quotient of (aa) the Exercise
Price divided by (bb) the Current Market Price, or (iii) any combination of the
foregoing. The "Current Market Price" of a Warrant Share shall be deemed to be
the closing price of a share of Common Stock as of the last trading day on the
principal stock exchange on which the Common Stock is then listed for trading
(or, if the Common Stock is not listed for trading on any stock exchange, the
highest reported bid price for the Common Stock as furnished by the National
Association of Securities Dealers, Inc. through Nasdaq or a similar organization
if Nasdaq is no longer reporting such information) immediately preceding the
date upon which the Warrant is delivered to the Company for exercise. The
closing price for any day shall be the last reported sales price regular way or,
in case no such reported sale takes place on such day, the average of the
closing bid and asked prices regular way, in either case on the principal stock
exchange on which the Common Stock is listed or admitted to trading or, if the
Common Stock is not listed or admitted to trading on any stock exchange, the
highest reported bid price for the Common Stock as furnished by the National
Association of Securities Dealers, Inc. through Nasdaq or a similar organization
if Nasdaq is no longer reporting such information. If on any such date the
Common Stock is not listed or admitted to trading on any stock exchange and is
not quoted by Nasdaq or any similar organization, the fair value of a share of
Common Stock on such date, as determined in good faith by the board of directors
of the Company, whose determination shall be conclusive absent manifest error,
shall be used.

         2. Upon each exercise of the Holder's rights to purchase Warrant
Shares, the Holder shall be deemed to be the holder of record of the Warrant
Shares issuable upon such exercise, notwithstanding that the transfer books of
the Company shall then be closed or certificates representing such Warrant
Shares shall not then have been actually delivered to the Holder. As soon as
practicable after each such exercise of this Warrant, the Company shall issue
and deliver (or cause its transfer agent to issue and deliver) to the Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder or the Holder's designee. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the balance of the Warrant Shares (or portions
thereof) subject to the terms hereof.

         3. Any Warrants issued upon the transfer or exercise in part of this
Warrant shall be numbered and shall be registered in a warrant register (the
"Warrant Register") as they are issued. The Company shall be entitled to treat
the registered Holder on the Warrant Register as the owner in fact thereof for
all purposes and shall not be bound to recognize any equitable or other claim to
or interest in such Warrant on the part of any other person, and shall not be
liable for any registration or transfer of Warrants which are registered or to
be registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration or transfer, or with the
knowledge of such facts that its participation therein amounts to bad faith.
This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his or its duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment, or authority to transfer. In all cases of transfer by an




                                       2
<PAGE>


attorney, executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Warrant or Warrants to
the person entitled thereto. This Warrant may be exchanged, at the option of the
Holder thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof), upon surrender
to the Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause Warrants to be transferred on its
books to any person if, in the opinion of counsel to the Company, such transfer
does not comply with the provisions of the Securities Act of 1933, as amended,
and the rules and regulations thereunder (the "Securities Act").

         4. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase all Warrant Shares granted pursuant to
the Warrants, such number of shares of Common Stock as shall, from time to time,
be sufficient therefor. The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant, upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable,
free and clear of all liens, security interests, charges and other similar
encumbrances, and free and clear of preemptive rights.

         5. (a) In case the Company shall at any time after the date the
Warrants were first issued (i) declare a dividend on the outstanding Common
Stock payable in shares of its capital stock, (ii) subdivide the outstanding
Common Stock into a greater number of shares, (iii) combine the outstanding
Common Stock into a smaller number of shares, or (iv) issue any shares of its
capital stock by reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then, in each case, the number of
Warrant Shares, in effect immediately prior to the close of business on the
record date for the determination of stockholders entitled to receive such
dividend or to participate in such subdivision, contribution or reclassification
or, if no record date is selected or the fixing of a record date is
inapplicable, immediately prior to the effective time of such subdivision,
combination, or reclassification, shall be proportionately adjusted so that the
Holder of any Warrants exercised after such time shall be entitled to receive
the aggregate number and kind of shares which, if such Warrant had been
exercised immediately prior to such time, such Holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination, or reclassification. In the event of any adjustment as provided for
in this Section 5(a), the Exercise Price shall be adjusted by multiplying the
Exercise Price in effect prior to such adjustment by a fraction, of which the
numerator shall be the number of Warrant Shares issuable upon exercise of this
Warrant immediately prior to such adjustment, and of which the denominator shall
be the number of shares into which such Warrant Shares shall have been adjusted
in accordance with this Section 5(a). Such adjustment shall be made successively
whenever any event listed above shall occur and shall take effect at the close
of business on the aforementioned record date or at the aforementioned effective
time, as the case may be. In the event that after fixing any such record date
any such dividend or other transaction is not effected, the Exercise Price and
the number of Warrant Shares shall be readjusted to the Exercise Price and the
number of Warrant Shares which would then have been in effect if such record
date had not been fixed.



                                       3
<PAGE>


              (b) (i) If at any time or from time to time the Company issues
or sells, or is deemed by the express provisions of this subsection (i) to have
issued or sold, Additional Shares of Common Stock (as hereinafter defined),
other than as a dividend or other distribution on any class of stock, a
subdivision or combination of shares of Common Stock and other than in the case
of a reorganization, reclassification, merger, consolidation or disposition of
assets, in each case for which adjustment is provided in this Section 5(b), for
an Effective Price (as hereinafter defined) less than 95% of the then Current
Market Price per Share of Common Stock (or amends the terms of any outstanding
right, option, or convertible security for an exercise or conversion price below
95% of such Current Market Price per Share of Common Stock), then and in each
such case the Exercise Price shall be reduced, as of the opening of business on
the date of such issue or sale, to a price determined by multiplying the
Exercise Price existing immediately prior to such issuance by a fraction (x) the
numerator of which shall be (A) the number of shares of Common Stock deemed
outstanding (as defined below) immediately prior to such issue or sale, or
deemed issue or sale plus (B) the number of shares of Common Stock which the
aggregate consideration received (as defined in subsection (b)(ii)) by the
Company for the total number of Additional Shares of Common Stock so issued or
sold or deemed issued or sold would purchase at the Current Market Price per
Share of Common Stock existing immediately prior to such issuance, and (y) the
denominator of which shall be the number of shares of Common Stock deemed
outstanding (as defined below) immediately prior to such issue or sale plus the
total number of Additional Shares of Common Stock so issued or sold or deemed
issued or sold. Upon the occurrence of an event resulting in actions specified
in this Section 5(b), immediately following such an action, the number of
Warrant Shares will be increased, as of the opening of business on the date of
such issue or sale, or deemed issue or sale to a number of shares of Common
Stock, equal to (i) the product of (A) the number of Warrant Shares to which the
Holder is then entitled upon exercise of this Warrant multiplied by (B) the
quotient of (1) the Exercise Price existing immediately prior to such issue,
sale or deemed issue or sale divided by (2) the Exercise Price immediately
following such issue, sale or deemed issue or sale as determined by the above
formula in this Section 5(b)(i). For the purposes of this Section 5(b)(i), the
number of shares of Common Stock deemed to be outstanding as of a given date
shall be the sum of (A) the number of shares of Common Stock actually
outstanding and (B) the number of shares of Common Stock which would be obtained
upon the exercise or conversion of the Warrants, all other rights, options and
convertible securities outstanding as of the date issuance of this Warrant
(including but not limited to the Series B Convertible Preferred Stock, par
value $100 per share of the Company (the "Series B Stock")).

                   (ii) For the purpose of making any adjustment required under
this Section 5(b), the consideration received by the Company for any issue or
sale of securities shall (A) to the extent it consists of cash, be computed at
the gross purchase price thereof, (B) to the extent it consists of property
other than cash, be computed at the fair value of that property as determined in
good faith by the Board of Directors of the Company (the "Board of Directors"),
and (C) if Additional Shares of Common Stock, Convertible Securities (as
hereinafter defined) or rights or options to purchase either Additional Shares
of Common Stock or Convertible Securities are issued or sold together with other
stock or securities or other assets of the Company for a consideration which
covers both, be computed as the portion of the consideration so received that
may be reasonably determined in good faith by the Board of Directors to be
allocable to such Additional Shares of Common Stock, Convertible Securities or
rights or options.


                                       4
<PAGE>



                   (iii) For the purpose of the adjustment required under this
Section 5(b), if the Company issues or sells any rights or options for the
purchase of, or stock or other securities convertible into, Additional Shares of
Common Stock (such convertible stock or securities being herein referred to as
"Convertible Securities") and if the Effective Price of such Additional Shares
of Common Stock is less than 95% of the Current Market Price per Share of Common
Stock, in each case the Company shall be deemed to have issued at the time of
the issuance of such rights or options or Convertible Securities the maximum
number of Additional Shares of Common Stock issuable upon exercise or conversion
thereof (assuming the satisfaction of any conditions to exercisability,
including without limitation, the passage of time, but without taking into
account potential antidilution adjustments) and to have received as
consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Company for the issuance of
such rights or options or Convertible Securities, plus, in the case of such
rights or options, the minimum amounts of consideration, if any, payable to the
Company upon the exercise of such rights or options, plus, in the case of
Convertible Securities, the minimum amounts of consideration, if any, payable to
the Company (other than the cancellation of liabilities or obligations evidenced
by such Convertible Securities) upon the conversion thereof; provided that if in
the case of Convertible Securities the minimum amounts of such consideration
cannot be ascertained, but are a function of antidilution or similar protective
clauses, the Company shall be deemed to have received the minimum amounts of
consideration without reference to such clauses; provided further that if the
minimum amount of consideration payable to the Company upon the exercise or
conversion of rights, options or Convertible Securities is reduced over time or
on the occurrence or nonoccurrence of specified events other than by reason of
antidilution adjustments, the Effective Price shall be recalculated using the
figure to which such minimum amount of consideration is reduced; provided
further that if the minimum amount of consideration payable to the Company upon
the exercise or conversion of such rights, options or Convertible Securities is
subsequently increased, the Effective Price shall be again recalculated using
the increased minimum amount of consideration payable to the Company upon the
exercise or conversion of such rights, options or Convertible Securities. No
further adjustment of the Exercise Price, as adjusted upon the issuance of such
rights, options or Convertible Securities, shall be made as a result of the
actual issuance of Additional Shares of Common Stock on the exercise of any such
rights or options or the conversion of any such Convertible Securities. If any
such rights or options or the conversion privilege represented by any such
Convertible Securities shall expire without having been exercised, the Exercise
Price, as adjusted upon the issuance of such rights, options or Convertible
Securities, shall be readjusted to the Exercise Price which would have been in
effect had an adjustment been made on the basis that the only Additional Shares
of Common Stock so issued were the Additional Shares of Common Stock, if any,
actually issued or sold on the exercise of such rights or options or rights of
conversion of such Convertible Securities, and such Additional Shares of Common
Stock, if any, were issued or sold for the consideration actually received by
the Company upon such exercise, plus the consideration, if any, actually
received by the Company for the granting of all such rights or options, whether
or not exercised, plus the consideration received for issuing or selling the
Convertible Securities actually converted, plus the consideration, if any,
actually received by the Company (other than by cancellation of liabilities or
obligations evidenced by such Convertible Securities) on the conversion of such
Convertible Securities.


                                       5
<PAGE>


                   (iv) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued by the Company or deemed to be issued pursuant to
this Section 5(b), whether or not subsequently reacquired or retired by the
Company, other than (1) shares of Common Stock issuable upon conversion of, or
distributions with respect to the Series B Stock; (2) shares of Common Stock
issuable upon the exercise of stock options or other awards made or denominated
in shares of Common Stock under any of the Company's stock plans including any
stock option, stock purchase, restricted stock or similar plan hereafter adopted
by the Board of Directors and, if required by applicable law or stock exchange
requirement, approved by the stockholders of the Company; and (3) shares of
Common Stock issued pursuant to an acquisition of a business (including, without
limitation, by way of an acquisition of capital stock) or the assets of a
business (which assets do not consist primarily of cash or cash equivalents)
approved by the Board of Directors. The "Effective Price" of Additional Shares
of Common Stock shall mean the quotient determined by dividing the total number
of Additional Shares of Common Stock issued or sold, or deemed to have been
issued or sold by the Company under this Section 5(b), into the aggregate
consideration received, or deemed to have been received by the Company for such
issue under this Section 5(b), for such Additional Shares of Common Stock.

                   (v) For purposes of this Section 5, "Market Price per Share
of Common Stock" shall be deemed to be the average closing prices of a share of
Common Stock on the principal stock exchange on which the Common Stock is then
listed for trading (or, if the Common Stock is not listed for trading on any
stock exchange, the average highest reported bid prices for the Common Stock as
furnished by the National Association of Securities Dealers, Inc. through Nasdaq
or a similar organization if Nasdaq is no longer reporting such information, for
the ten trading days prior to the date of such issue or sale of securities.

              (c) Whenever there shall be an adjustment as provided in this
Section 5, the Company shall promptly cause written notice thereof to be sent by
registered mail, postage prepaid, to the Holder, at the Holder's address as it
shall appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof.

              (d) The Company shall not be required to issue fractions of shares
of Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share would be issuable on the exercise of this
Warrant (or specified portions thereof), the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the Exercise Price
on the date of exercise of this Warrant.

         6. In case of any reclassification or change of the Warrant Shares
(including (i) any consolidation or merger of another corporation into the
Company in which the Company is the continuing corporation and in which there is
a reclassification or change (including a change to the right to receive cash or
other property) of the shares of Common Stock, and (ii) any change in the Common
Stock into two or more classes or series of shares) in respect of which an
adjustment has not been provided for under Section 5(a), the Holder shall have
the right to receive upon exercise of this Warrant following the consummation of
any such reclassification or change solely the kind and amount of shares of
stock and other securities, property, cash, or any



                                       6
<PAGE>


combination thereof which would have been receivable upon such reclassification
or change by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such reclassification or
change and the provisions of this Warrant shall therefore be applicable in
relation to such other stock, securities or property. This Section 6 shall
similarly apply to successive reclassifications and changes of shares of Common
Stock and to successive consolidations or mergers.

         7. If at any time the Company shall declare a distribution to all
holders of its outstanding Common Stock (any evidence of indebtedness, cash,
assets, or securities, (other than cash dividends paid in the ordinary course of
business or distributions and dividends payable in shares of Common Stock), or
rights, options, or warrants to subscribe for or purchase Common Stock,
indebtedness, cash, securities or other assets or securities convertible into or
exchangeable for shares of Common Stock, indebtedness, cash, securities or other
assets collectively, the "Assets"), and, excluding those with respect to the
issuance of which an adjustment of the Exercise Price is provided pursuant to
Section 5(b) hereof, then, in each case, the Exercise Price in effect
immediately prior to the close of business on the record date for the
determination of stockholders entitled to receive such distributions shall be
reduced to a price determined by multiplying such Exercise Price by a fraction,

                   (i) the numerator of which shall be the Current Market Price
per Share of Common Stock in effect immediately prior to the close of business
on the record date for the determination of stockholders entitled to receive
such distribution less the fair market value of such Assets (as determined in
good faith by the Board of Directors) applicable to one share of Common Stock at
the time of the distribution, and

                   (ii) the denominator of which shall be such Current Market
Price per Share of Common Stock immediately prior to the close of business on
the record date for the determination of stockholders entitled to receive such
distribution.

         Upon the occurrence of an event resulting in actions specified in this
Section 7, immediately prior to the close of business on the record date for the
determination of stockholders entitled to receive such distribution, the number
of Warrant Shares will be increased to a number of shares of Common Stock, equal
to (i) the product of (A) the number of Warrant Shares to which the Holder is
then entitled multiplied by (B) the quotient of (1) the Exercise Price existing
immediately prior to the close of business on the record date for the
determination of stockholders entitled to receive such distribution divided by
(2) the Exercise Price immediately following the close of business on the record
date for the determination of stockholders entitled to receive such
distribution, as determined by the above formula in this Section 7.

         Any adjustment required by this Section 7 shall be made whenever any
such distribution is to be made, and shall become effective immediately prior to
the close of business on the record date for the determination of stockholders
entitled to receive such distribution.

         8. The issuance of any shares of Common Stock or other securities upon
the exercise of this Warrant, and the delivery of certificates or other
instruments representing such shares or other securities, in each case to the
Holder, shall be effected by the Company without



                                       7
<PAGE>


the Company imposing any charges upon the Holder. Notwithstanding anything to
the contrary herein, the Company shall not be required to pay any tax or taxes
which may be payable in respect of any transfer of any Warrants or Warrant
Shares, and the Company shall not be required to issue or deliver such Warrants
or Warrant Shares unless or until the Holder or such other person requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid
or is not payable under law.

         9. The Exercise Price set forth above shall not be adjusted upward
except in the event of a combination of the outstanding shares of Common Stock
into a smaller number of shares of Common Stock or in the event of a
readjustment of the aforementioned Exercise Price.

         10. If the Company at any time after the date of this Warrant combines
the outstanding shares of Common Stock, the number of Warrant Shares shall be
proportionality decreased. Such change shall be effective at the close of
business on the date of such combination.

         11. Prior to the issuance of any of the Warrant Shares, the Company
shall use commercially reasonable efforts to secure the listing of such Warrant
Shares upon the primary national securities exchange or automated quotation
system, if any, upon which the shares of Common Stock are then listed (subject
to official notice of issuance upon exercise of this Warrant) and shall use
commercially reasonable efforts to maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all of the Warrant Shares; and
the Company shall so list on each national securities exchange or automated
quotation system, and shall use commercially reasonable efforts to maintain such
listing of, any other shares of capital stock of the Company issuable upon the
exercise of this Warrant if and so long as any shares of the same class shall be
listed on such national securities exchange or automated quotation system.

         12. Upon (i) any taking by the Company of a record of the holders of
any class of securities (including the Series B Stock) for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution (other than a regularly paid annual cash dividend), or (ii)
the merger, reorganization or consolidation of the Company into or with another
corporation or other similar transaction or series of related transactions in
which more than 50% of the voting power of the Company is disposed of or an
exchange for property, rights or securities distributed to holders thereof by
the acquiring person, firm or other entity, or the sale of all or substantially
all the assets of the Company (the foregoing being referred to collectively as
an "Acquisition"), or other capital reorganization of the Company, any merger or
consolidation of the Company with or into, any other corporation, or any
liquidation, dissolution or winding up of the Company whether voluntary or
involuntary ("Liquidation") or any other action of the type or types requiring
an adjustment to the Exercise Price or the number of the Warrant Shares as set
forth herein, the Company shall mail to each Holder at least 20 days prior to
the record date specified therein in a notice specifying (A) the date on which
any such record is to be taken for the purpose of such dividend (other than a
regularly paid annual cash dividend) or distribution and a description of such
dividend (other than a regularly paid annual cash dividend) or distribution (B)
the date on which any such Acquisition, reorganization, reclassification,
transfer, consolidation, merger, Liquidation, or other action is expected to
become effective, (C) the date, if any, that is to be fixed as to when the
holders of record of



                                       8
<PAGE>


Common Stock (or other securities) shall be entitled to exchange their shares of
Common Stock (or other securities) for securities or other property deliverable
upon such Acquisition, reorganization, reclassification, transfer, Liquidation,
or other action. Such notice shall also set forth such facts with respect
thereto as shall be reasonably necessary to indicate the effect of such action
(to the extent such effect may be known at the date of such notice) on the
Exercise Price and the number, kind, or class or shares or other securities or
property which shall be deliverable upon the occurrence of such action or
deliverable upon the exercise of this Warrant.

         13. In any case in which this Warrant shall require that an adjustment
in the Exercise Price be made effective as of the close of business on a record
date for a specified event, the Company may elect to defer until the occurrence
of such event, issuing to the Holder, if the Holder exercised this Warrant as of
or after the close of business on such record date, the shares of Common Stock,
if any, issuable upon such exercise on the basis of the Exercise Price in effect
prior to such adjustment; provided, however, that the Company shall deliver to
the Holder a due bill or other appropriate instrument evidencing the Holder's
right to receive additional shares upon the occurrence of the event requiring
adjustment.

         14. Upon issuance, the Warrant Shares may not be transferred without
registration under the Securities Act and applicable state securities laws
unless counsel to the Holder (which is reasonably acceptable to the Company)
shall provide to the Company a written opinion that such transfer may be
effected without such registration. Each certificate representing any of the
Warrant Shares shall bear legends in substantially the following form:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
         ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR
         TRANSFERRED EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH
         RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SAID ACT AND
         APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM
         REGISTRATION UNDER SAID ACT, AND APPLICABLE STATE SECURITIES LAW,
         RELATING TO THE DISPOSITION OF SECURITIES.

The Company shall remove or cause its registrar and transfer agent to remove
such legend at the time such Warrant Shares are transferred pursuant to an
effective registration statement under the Securities Act or the opinion
provided for above is provided.

         15. Upon receipt by the Company of evidence satisfactory to the Company
of the loss, theft, or destruction of any Warrant and upon the surrender of any
Warrant, if mutilated, the Company shall execute and deliver to the Holder
thereof a new Warrant of like date, tenor, and denomination. It shall be a
condition to the Company's obligations under this Section 9 that the Holder
first delivers to the Company an indemnity in form and substance reasonably
acceptable to the Company and reimburses the Company for its reasonable expenses
incurred in connection with the issuance of such new Warrant.

         16. The Holder shall not have, solely on account of such status, any
rights of a stockholder of the Company, either at law or in equity.


                                       9
<PAGE>



         17. If any single action would require adjustment of the Exercise Price
or the number of Warrant Shares purchasable upon the exercise of each Warrant
pursuant to more than one provision of this Warrant, only one adjustment shall
be made.

         18. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed, postage prepaid, by certified
mail, return receipt requested or sent, postage, fees or charges prepaid, by
Federal Express, Express Mail or similar overnight delivery or courier service
or delivered (in person or by facsimile transmission) against receipt to the
party to whom it is to be given, if sent to the Company, at: 200 Madison Avenue,
New York, New York 10016, Attention: General Counsel; or if sent to the Holder,
at the Holder's address as it shall appear on the Warrant Register; or to such
other address as the receiving party shall have furnished to the sending party
in writing in accordance with the provisions of this Section 11. Any notice or
other communication given pursuant to this Section 11 shall be deemed given at
the time of receipt thereof.

         19. Any purported transfer in violation of any provision of this
Warrant and all actions by the purported transferor and transferee in connection
therewith shall be of no force or effect, and the Company shall not be required
to recognize such purported transfer for any purpose, including without
limitation, for exercise.

         20. This Warrant shall be binding upon the Company and its successors
and assigns including by way of merger, consolidation or sale of the assets and
shall inure to the benefit of the Holder and the Holder's permitted successors
and assigns.

         21. This Warrant shall be governed by, and construed and enforced in
accordance with the laws of the State of New York applicable to contracts made
and performed within such State, without regard to principles of conflicts of
law.

         22. The Company and, by its acceptance of this Warrant, the Holder
irrevocably and unconditionally submit to the exclusive jurisdiction of the
United States District Court for the Southern District of New York or, if such
court will not accept jurisdiction, the Supreme Court of the State of New York,
New York County or any court of competent civil jurisdiction sitting in New York
County, New York. In any action, suit or other proceeding, the Company and, by
its acceptance of this Warrant, the Holder irrevocably and unconditionally waive
and agree not to assert by way of motion, as a defense or otherwise any claim
that it is not subject to the jurisdiction of the above courts, that such action
or suit is brought in an inconvenient forum or that the venue of such action,
suit or other proceeding is improper. The Company and, by its acceptance of this
Warrant, the Holder also agree that any final and unappealable judgment against
either of them in connection with any action, suit or other proceeding shall be
conclusive and binding on such party and that such award or judgment may be
enforced in any court of competent jurisdiction, either within or outside of the
United States. A certified or exemplified copy of such award or judgment shall
be conclusive evidence of the fact and amount of such award or judgment.

         23. THE COMPANY AND, BY ITS ACCEPTANCE OF THIS WARRANT, THE HOLDER
IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN



                                       10
<PAGE>


CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS WARRANT OR THE ENFORCEMENT
OF ANY PROVISION OF THIS WARRANT.

         24. Each of the Company and, by its acceptance under this Warrant, the
Holder agree that in the event of any action with respect to the terms and
provisions of this Warrant, if the Holder prevails in such action then the
Holder shall be entitled to recovery of the Holder's reasonable attorney's fees
from the Company, and if the Company prevails in such action the Company shall
be entitled to recovery of its reasonable attorney's fees from the Holder.

         25. The Company shall maintain, at the principal office of the Company
(or such other office as it may designate by notice to the holder hereof), a
register for the Warrants in which the Company shall record the name and address
of the person in whose name a Warrant has been issued, as well as the name and
address of the person in whose name a Warrant has been issued, as well as the
name and address of each transferee and each prior owner of such Warrant.

         26. The Company shall not amend its Certificate of Incorporation or
participate in any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, for the
purpose of avoiding or seeking to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company.

         27. This Warrant or any provisions hereof may be changed, waived,
discharged or terminated only by a statement in writing signed by the Company
and by the Warrant Holder.

         28. This Warrant shall not entitle the Holder hereof to any voting
rights or other rights as a shareholder of the Company prior to the exercise of
the Warrant, provided that nothing herein shall be construed to limit or impair
other rights that the Warrant Holder may have under this Warrant or otherwise.
No provision of this Warrants, in the absence of affirmative action by the
Holder hereof to purchase the shares, and no mere enumeration herein of the
rights or privileges of the Holder hereof, shall give rise to any liability or
such Holder for the Exercise Price or as a shareholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.



                                       11
<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by a duly authorized officer under its corporate seal and attested by
its Secretary on the day and year first written below.

Dated:     February 12, 2003

                         PHILLIPS-VAN HEUSEN CORPORATION



                         By:   /s/ Mark D. Fischer
                              --------------------------
                         Name: Mark D. Fischer
                         Title: Vice President, General Counsel and Secretary



                                       12
<PAGE>



                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant and such transfer is permissible under the terms of the
attached Warrant.)

         FOR VALUE RECEIVED, ________________________ hereby sells, assigns, and

transfers unto _________________ a Warrant to purchase __________ shares of

Common Stock, par value $1.00 per share, of Phillips-Van Heusen Corporation (the

"Company"), together with all right, title, and interest therein, and does

hereby irrevocably constitute and appoint ___________ attorney to transfer such

Warrant on the books of the Company, with full power of substitution.

Dated: ________________

                                          Signature_____________________________





                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name

as written upon the face of this Warrant in every particular, without alteration

or enlargement or any change whatsoever.



                                       13
<PAGE>



To:      Phillips-Van Heusen Corporation.
         200 Madison Avenue
         New York, New York  10016
         Attention:  General Counsel




                              ELECTION TO EXERCISE

         The undersigned hereby irrevocably exercises his or its rights to
purchase _______ Warrant Shares covered by the within Warrant and tenders
payment herewith in the amount of $__________ in accordance with the terms
thereof, and requests that certificates for such securities be issued in the
name of, and delivered to:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                    (Print Name, Address and Social Security
                          or Tax Identification Number)


and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated:                                 Name:
      -------------------------              ----------------------------------
                                                           (Print)

Address:  ----------------------------------------------------------------------


                                       ----------------------------------------
                                                       (Signature)


The above signature must correspond to the name as written upon the face of the
within Warrant in every particular, without alteration or enlargement or any
change whatsoever.



                                       14