Exhibit 10.19









Exhibit
10.19




DEATH
BENEFIT AGREEMENT




This
Agreement entered into this 2nd day of
June, 1994, by and between Kellwood Company (“Company”), a Delaware corporation,
and ________________ (“Employee”), an Employee of Kellwood Company.




In
consideration of the Company and Employee mutually agreeing to eliminate the
Employee’s participation under the Company’s Group Term Life Insurance Plan, and
other good and valuable consideration, the parties hereto agree as
follows:





	
      1.
	
      Standard
      Death Benefit Amount.
      The Standard Death Benefit Amount under this Agreement shall be calculated
      as the lesser of (a) four times the sum of the Employee’s current annual
      salary and the Employee’s last cash bonus, or (b) $1,000,000; so that the
      maximum Standard Death Benefit shall not exceed $1,000,000. In the case of
      death while still employed, the Employee’s then current salary and last
      bonus shall be used in the calculation. In the event of death after
      retirement, the Employee’s salary as of the date of retirement and last
      bonus shall be used in the calculation.

	 	 	 
	
      2.
	
      Death
      Before Retirement.
      In the event the Employee’s death occurs while in the employ of the
      Company or any of its subsidiaries, and therefore before retirement, the
      amount of the death benefit paid by the Company to Employee’s beneficiary
      shall be 150% of the Standard Death Benefit Amount described in paragraph
      1 above.

	 	 	 
	
      3.
	
      Death
      After Retirement.

	 	 	 
	 	
      A.
	
      Retirement
      before 60.

	 	 	 
	 	 	
      If
      Employee retires from the Company before Employee reaches 60 years of age,
      upon the death of the Employee, the amount of the death benefit paid by
      the Company to Employee’s beneficiary shall be 150% of the Retirement
      Adjusted Death Benefit Amount described in subparagraph C
      below.

	 	 	 
	 	
      B.
	
      Retirement
      on or after 60.

	 	 	 
	 	 	
      If
      Employee retires from the Company on or after Employee reaches 60 years of
      age, the Company will pay to the Employee at retirement 50% of the
      Retirement Adjusted Death Benefit Amount described in subparagraph C
      below, and upon the death of the Employee the amount of the death benefit
      paid by the Company to Employee’s beneficiary shall be 100% of the
      Retirement Adjusted Death Benefit Amount described in subparagraph C
      below.

	 	 	 
	 	
      C.
	
      Retirement
      Adjusted Death Benefit Amount.

	 	 	 
	 	 	
      The
      Retirement Adjusted Death Benefit Amount shall be a percentage of the
      Standard Death Benefit calculated in accordance with the following
      schedule:

			







	
      Age
      at Retirement
	
       Percentage
      of Standard Death Benefit

	
      65
      or older
	
       100%

	
      64
	
       95%

	
      63
	
       90%

	
      62
	
       85%

	
      61
	
       80%

	
      60
	
       75%

	
      59
	
       70%

	
      58
	
       65%

	
      57
	
       60%

	
      56
	
       55%

	
      55
	
       50%








	 	
      D.
	
      For
      example, if the Standard Death Benefit was $1,000,000, an employee
      retiring at 60 years of age would receive $375,000 at retirement and the
      beneficiary would receive $750,000 at Employee’s death, no matter what the
      age at death.



































	
      4.
	
      Free
      of Charge.
      Employee shall not be charged by or pay anything to Kellwood Company or
      any of its subsidiaries for this benefit provided, however, that this
      benefit may be subject to tax withholding and the tax laws in
      effect.

	 	 
	
      5.
	
      Termination
      of Benefit.
      This Agreement shall be terminated upon the termination of the employment
      of Employee for any reason except retirement, and except that in the event
      of termination after a Change in Control of the Company (as defined in the
      1987 Employment Agreements between the Company and certain senior
      executives) this Agreement shall continue for twenty four
      months.

	 	 
	
      6.
	
      Effective
      Date.
      The effective date of this Agreement shall be June 2, 1994. Employee
      hereby acknowledges that his prior death benefit Agreement dated November
      30, 1984 with the Company is being superseded hereby on more generous
      terms to the Employee, and therefore the parties agree that the prior
      Agreement is null and void.

	 	 
	
      7.
	
      Retirement.
      Retirement is defined as an Employee who retires under the provisions of a
      qualified retirement plan of Kellwood Company, or as an Employee declared
      by the Compensation and Stock Option Committee of the Kellwood Company’s
      Board of Directors to be a retiree.

	 	 
	
      8.
	
      Beneficiary.
      Employee hereby designates ________________ as the primary beneficiary and
      ________________ as the secondary beneficiary under the terms of this
      Agreement. Beneficiaries may be changed at any time upon the written
      request of Employee (whether still employed or retired) after acknowledged
      receipt by the Company of the change request.

	 	 
	
      9.
	
      Assignment.
      This Agreement is personal in nature and may not be assigned or pledged in
      any manner.







Dated the
day and year first above written.





	 	
      KELLWOOD
      COMPANY

	 	 
	 	 
		 
	 	
      By:_______________________

	 	
           
      Chairman, President and CEO

	 	 
	 	 
	 	
      EMPLOYEE

	 	 
	 	 
	 	 
	 	
      _______________________