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                                                                    Exhibit 10.4


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement (this "Agreement") is made
as of August 15, 2001 (the "Effective Date"), between The William Carter
Company, a Massachusetts corporation (the "Company"), and David A. Brown
("Executive") and shall replace in its entirety the Employment Agreement between
Executive and the Company dated as of October 30, 1996 (the "Prior Agreement").
Certain capitalization terms that are used in this Agreement are defined in
paragraph 11.

     The parties agree as follows:

     1. EMPLOYMENT. The Company agrees to employ Executive, and Executive hereby
accepts employment with the Company, upon the terms and conditions set forth in
this Agreement for the period beginning on the Effective Date and ending as
provided in paragraph 4 (the "Employment Period").

     2. POSITION AND DUTIES.

     (a) During the Employment Period, Executive shall serve as the Executive
Vice President--Operations of the Company and shall have the normal duties,
responsibilities and authority of such offices, subject to any limitations
imposed by the bylaws of the Company and to the power of the boards of directors
and senior officers of the Company to expand or limit such duties,
responsibilities and authority and to override actions of Executive.

     (b) Executive shall report to the Chairman of the Board, the Chief
Executive Officer or the President of the Company as the Board of Directors
shall designate, and Executive shall devote his best efforts and his full
business time and attention (except for permitted vacation periods and
reasonable periods of illness or other incapacity) to the business and affairs
of the Company. Executive shall perform his duties and responsibilities to the
best of his abilities in a diligent, trustworthy, businesslike and efficient
manner.

     (c) Executive's principal office and place of employment shall be at the
Company's principal executive offices.

     3. COMPENSATION.

     (a) BASE SALARY. Executive's base salary shall be $285,000 per annum
initially. On each January 1 occurring after the Effective Date and during the
Employment Period, Executive's base salary then in effect shall be increased by
the applicable Cost of Living Amount. The Company's board of directors may, in
its discretion, increase Executive's base salary at such times and in such
amounts as it determines but at no time shall Executive's base salary, in effect
from time to time, be decreased. As used in this Agreement, "Base Salary" means
Executive's base salary as adjusted and in effect from time to time. Executive's
Base Salary shall be payable by the Company in regular installments in
accordance with the Company's general payroll practices.


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     (b) ANNUAL CASH BONUS PLAN. Executive shall be a participant in the
Company's Annual Cash Bonus Plan and be eligible for an annual award under such
plan at a maximum award level equal to no less than sixty-five percent (65%) of
Executive's average Base Salary in effect during the calendar year for which the
award is made.

     (c) VACATION. Executive shall be entitled to three (3) weeks paid vacation
annually.

     (d) FRINGE BENEFITS. Executive shall receive such fringe benefits as are
made available to executive level employees of the Company, together with a
monthly car allowance of $600.00 and such other benefits, payments or allowances
as the Company's board of directors (or an appropriate committee of the board)
may from time to time make available to Executive (collectively, the "Fringe
Benefits"). Without prejudice to Executive's rights under this Agreement, the
Company reserves the right (i) to modify the terms of any benefit plan that is
generally made available to executive level employees of the Company and in
which Executive participates so long as such changes affect all plan
participants equally (or in proportion to their respective interests), and (ii)
to make reasonable changes in the Fringe Benefits at the direction of the
Company's board of directors, so long as the Fringe Benefits available to
Executive after giving effect to such change are not materially different from
those being provided prior to such change.

     (e) BUSINESS EXPENSES. The Company shall reimburse Executive for all
reasonable and necessary expenses incurred by him in connection with the
performance of his duties and responsibilities pursuant to this Agreement which
are consistent with the Company's policies in effect from time to time with
respect to travel, entertainment and other business expenses, subject to the
Company's reasonable requirements with respect to reporting and documentation of
such expenses.

     4. TERM AND TERMINATION.

     (a) The Employment Period shall initially extend until August 15, 2003 but
shall be extended for an additional one-year period on each Anniversary Date
unless either the Company or Executive gives the other written notice at least
sixty (60) days prior to such Anniversary Date of its or his intention not to
further extend the term of this Agreement; provided that (i) the Employment
Period shall terminate prior to such date upon Executive's resignation,
Retirement or death and (ii) the Employment Period may be terminated by the
Company at any time prior to such date for Cause, Executive's Disability or
Without Cause.

     (b) Any termination of Executive's employment by the Company pursuant to
clause 4(a)(ii) above, and any termination of Executive's employment by
Executive pursuant to clause 4(a)(i) above, shall be communicated by written
Termination Notice given to the other party hereto; provided, that in the case
of Executive's death, a Termination Notice shall be deemed to have been given as
of the date of his death; and provided, further, that, in the case of a
termination for Cause, there shall also have been delivered to Executive the
written findings by the Company's Chief Executive Officer as provided in the
definition of Cause. For purposes of this Agreement, a "Termination Notice"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the


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facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated.

     (c) "Termination Date" means (i) if this Agreement is terminated for
Disability, 30 days after Termination Notice is given (provided that Executive
shall not have returned to the performance of his duties on a full-time basis
during such 30-day period), (ii) if Executive resigns or takes Retirement, the
date specified in Executive's Termination Notice (or if no Termination Notice is
given, the date upon which such termination is effective), (iii) if Executive
dies, on the last day of the month next succeeding the month during which
Executive's death occurs, and (iv) if Executive's employment is terminated for
any other reason, the date on which a Termination Notice is given.

     5. SEVERANCE COMPENSATION.

     (a) GENERAL. If Executive resigns, terminates employment by his death or
Retirement or is terminated for Cause, the Company will pay Executive his Base
Salary in effect at the time the Termination Notice is given (or deemed given)
through the Termination Date and the Company shall not have any further
obligations to Executive under this Agreement. Without prejudice to any accrued
and vested rights Executive may have under the Annual Cash Bonus Plan, the
Retirement Savings Plan or the Severance Pay Plan and except as otherwise
required by law, all of Executive's rights to the Fringe Benefits from the
Company will cease as of the Termination Date.

     (b) DISABILITY. During any period that Executive fails to perform his
duties as a result of incapacity due to mental illness or physical illness or
injury, he shall continue to receive his full Base Salary and the Fringe
Benefits until the Company terminates his employment for Disability. Thereafter,
he will be entitled to major medical health insurance coverage under the
Company's employee group health insurance (or substantially similar health
insurance) until Executive attains age 65 or obtains employment with another
employer that makes health insurance available to its employees and Executive is
eligible to be covered under such insurance, whichever occurs first, and shall
be entitled to receive disability benefits in accordance with the disability
income insurance plan or plans maintained by the Company covering Executive at
the Termination Date. Without prejudice to any accrued and vested rights
Executive may have under the Annual Cash Bonus Plan or the Retirement Savings
Plan and except as otherwise required by law or this Section 5(b), all of
Executive's rights to the Fringe Benefits from the Company will cease as of the
Termination Date.

     (c) WITHOUT CAUSE. If Executive is involuntarily terminated by the Company
Without Cause, (i) Executive shall be entitled to continue to receive his full
Base Salary, as in effect on the Termination Date, for twenty-four (24) months
following the Termination Date (such date, the "End Date") so long as Executive
has not breached the provisions of paragraphs 6, 7 or 8, (ii) the Company will
maintain in full force and effect, for Executive's continued benefit, until the
earlier of (A) the End Date or (B) Executive's 65th birthday, all life, medical
and dental insurance programs in which Executive was entitled to participate so
long as his continued participation is possible under the general terms and
provisions of such programs (provided that, in the event Executive's
participation in any such program is barred, the Company will arrange to provide
the Executive with benefits substantially similar to those which he was entitled
to


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receive under such programs) and thereafter the Company will make such insurance
coverage available to Executive (at Executive's expense) until the Executive
attains age 65 or obtains employment with another employer that makes such (or
similar) insurance available to its employees and Executive is eligible to be
covered under such insurance, whichever occurs first and (iii) notwithstanding
any provision in the Annual Cash Bonus Plan to the contrary, Executive shall
become fully vested and have a non-forfeitable interest in the benefits which he
has accrued under the Annual Cash Bonus Plan as of the Termination Date and he
shall be given full credit under the Plan for the benefit that he would have
accrued for the plan year during which the Termination Date occurs (which
determination may take into account whether Company performance goals
established by the plan or its administrator for such year have been met, but
which may not take into account whether personal performance goals established
for Executive by the plan or its administrator have been met) as if he were
employed by the Company on the last day of such plan year. The amounts payable
in respect of accrued benefits under the Annual Cash Bonus Plan shall be payable
at the time provided for in, and in accordance with the provisions of, the
Annual Cash Bonus Plan. The amounts payable pursuant to this paragraph 5(c) in
respect of Base Salary may be payable at Executive's discretion, in one lump sum
payment within 30 days following the Termination Date equal to the present value
(determined using a discount rate equal to the "prime" rate of interest charged
by Chase Manhattan Bank in New York plus two (2) percentage points) of the
payments otherwise payable pursuant to this paragraph 5(c). This paragraph 5(c)
sets forth Executive's exclusive remedy for a termination of his employment
Without Cause and Executive shall have no other right or remedy against the
Company in connection therewith.

     (d) Executive's right to receive payments under this Agreement shall not
decrease the amount of, or otherwise adversely affect, any other benefits
payable to Executive under any plan, agreement or arrangement relating to
employee benefits provided by the Company (or an Affiliated Corporation);
provided, however, that the amounts payable to Executive under paragraph 5(c)(i)
shall be reduced by the amount of any severance compensation payable to
Executive under the Company's Severance Pay Plan.

     (e) Executive shall not be required to mitigate the amount of any payment
provided for in this paragraph 5 by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in this paragraph 5 be
reduced by any compensation earned by Executive as the result of employment by
another employer or by reason of Executive's receipt of, or right to receive,
any retirement or other benefits after the date of termination of employment or
otherwise (except as otherwise provided in this paragraph 5).

     6. CONFIDENTIAL INFORMATION. Executive acknowledges that the non-public
information obtained by him while employed by the Company concerning the
business or affairs of the Company or any Subsidiary of the Company
("Confidential Information") are the property of the Company or such Subsidiary.
For purposes of this Agreement, the term "Confidential Information" does not
include information that Executive can demonstrate (a) was in Executive's
possession prior to his initial employment with the Company, provided that such
information is not known by Executive to be subject to another confidentiality
agreement with, or other obligation of secrecy to, the Company or another party,
(b) is generally available to the public and became generally available to the
public other than as a result of a disclosure in violation of this Agreement or
(c) became available to Executive on a non-confidential basis from a third


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party, provided that such third party is not known by Executive to be bound by a
confidentiality agreement with, or other obligation of secrecy to, the Company
or another party or is otherwise prohibited from providing such information to
Executive by a contractual, legal or fiduciary obligation. Executive agrees that
he will not disclose Confidential Information to any person (other that
employees of the Company or any of its Subsidiaries or any other person
expressly authorized by the Company's Chief Executive Officer to receive
Confidential Information) or use for his own account any Confidential
Information without the prior written consent of the Company's Chief Executive
Officer. Executive shall deliver to the Company at the Termination of the
Employment Period, or at any other time the Company's Chief Executive Officer
may request in writing, all memoranda, notes, plans, records, reports, computer
tapes and software and other documents and data (and copies thereof) containing
Confidential Information or Work Product which he may then possess or have under
his control.

     7. WORK PRODUCT. Executive agrees that all inventions, innovations,
improvements, developments, methods, designs, analyses, reports and all similar
or related information which relate to the Company's or any of its Subsidiaries'
actual or anticipated business, research and development or existing or future
products or services and which are conceived, developed or made by Executive
while employed with the Company ("Work Product") belong to the Company or such
Subsidiary. Upon the written request of the Company's Chief Executive Officer,
Executive will promptly disclose such Work Product to the Company's Chief
Executive Officer and perform all actions reasonably requested by the Company's
Chief Executive Officer (whether during or after the Employment Period) to
establish and confirm such ownership.

     8. NONCOMPETE, NON-SOLICITATION.

     (a) Executive acknowledges that in the course of his employment with the
Company he will become familiar with the trade secrets and other confidential
information of the Company and its Subsidiaries and that his services will be of
special, unique and extraordinary value to the Company. Therefore, Executive
agrees that, during the Employment Period and for one year thereafter (or six
months thereafter, if Executive's employment is terminated Without Cause (the
"Noncompete Period"), he shall not directly or indirectly own, manage, control,
participate in, consult with, render services for, or in any manner engage in
any business competing with the businesses of the Company or any of its
Subsidiaries which (i) exist on the date of the termination of Executive's
employment or (ii) are commenced during the Noncompete Period (but, for purposes
of this clause (ii) only if the Company or such Subsidiary had determined prior
to the Termination Date to enter into such business or had committed substantial
resources prior to the Termination Date to determine the feasibility of entering
into such business), within the United State and any other geographical area in
which the Company or any of its Subsidiaries engage in such businesses. Nothing
herein shall prohibit Executive from being a passive owner of not more than 2%
of the outstanding stock of any class of a corporation which is publicly traded,
so long as Executive has no active participation in the business of such
corporation.

     (b) During the Noncompete Period, Executive shall not directly or
indirectly through another entity (i) induce or attempt to induce any employee
of the Company or any of its Subsidiaries to leave the employ of such person, or
in any way interfere with the employment relationship between the Company or any
of its Subsidiaries and any employee thereof, (ii) hire


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any person who was an employee of the Company or any of its Subsidiaries at any
time during the Employment Period (other than individuals who have not been
employed by the Company or any of its Subsidiaries for a period of at least six
months prior to employment by Executive directly or indirectly through another
entity), or (iii) induce or attempt to induce any customer, supplier, licensee
or other person having a business relationship with the Company or any of its
Subsidiaries to cease doing business with the Company or such Subsidiary, or
interfere materially with the relationship between any such customer, supplier,
licensee or other person having a business relationship with the Company or any
of its Subsidiaries.

     (c) If, at the time of enforcement of this paragraph 8, a court shall hold
that the duration, scope or area restrictions stated herein are unreasonable
under circumstances then existing, the parties agree that the maximum duration,
scope or area reasonable under such circumstances shall be substituted for the
stated duration, scope or area and that the court shall be allowed to revise the
restrictions contained herein to cover the maximum period, scope and area
permitted by law.

     (d) In the event of the breach or a threatened breach by Executive of any
of the provisions of this paragraph 8, the Company, in addition and
supplementary to other rights and remedies existing in its favor, may apply to
any court of law or equity of competent jurisdiction for specific performance or
injunctive or other relief in order to enforce or prevent any violations of the
provisions hereof (without posting a bond or other security).

     9. INCAPACITY. Without prejudice to Executive's rights under this
Agreement, if at any time during the term of this Agreement Executive is absent
from his duties with the Company for 30 consecutive days as a result of
incapacity due to mental illness or physical illness or injury, the Company's
board of directors or Chief Executive Officer may appoint an interim Executive
Vice President--Operations or assume extended management responsibilities for
the duration of Executive's absence. Unless Executive's employment has been
terminated previously under this Agreement, Executive shall be permitted to
resume performance of his duties and responsibilities under this Agreement upon
regaining the capacity to do so.

     10. EXECUTIVE REPRESENTATIONS. Executive hereby represents and warrants to
the Company that (a) the execution, delivery and performance of this Agreement
by Executive does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which Executive is a party or by which he is bound, (b) Executive is not a party
to or bound by any employment agreement, noncompete agreement or confidentiality
agreement with any other person or entity with which this Agreement would
conflict or constitute a breach thereof and (c) upon the execution and delivery
of this Agreement by the Company, this Agreement shall be the valid and binding
obligation of Executive, enforceable against Executive in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting the enforceability of contractual
obligations and creditor's rights generally and to federal and state
constitutional proscriptions and by the application of equitable principles by
courts of competent jurisdiction, sitting at law or in equity.

     11. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:


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     "Affiliated Corporation" means any corporation that is a member of the
"affiliated group" (as defined in Section 1504 of the Code) of which the Company
is a member.

     "Anniversary Date" means any or a specific anniversary of the Effective
Date, as the context requires.

     "Base Salary" is defined in paragraph 3(a).

     "Cause" means (a) conviction of Executive for a felony, or the entry by
Executive of a plea of guilty or nolo contendere to a felony, (b) a willful and
material breach by Executive of paragraph 6, 7 or 8 of this Agreement, (c) the
commission of an act of fraud involving dishonesty for personal gain which is
materially injurious to the Company, (d) the willful and continued refusal by
Executive to substantially perform his duties with the Company (other than any
such refusal resulting from his incapacity due to mental illness or physical
illness or injury), after a demand for substantial performance is delivered to
Executive by the Company's Chief Executive Officer where such demand
specifically identifies the manner in which the Company's Chief Executive
Officer believes that Executive has refused to substantially perform his duties
and the passage of a reasonable period of time for Executive to comply with such
demand or (e) the willful engaging by Executive in gross misconduct materially
and demonstrably injurious to the Company or its Subsidiaries. For purposes of
this paragraph, no act or failure to act on Executive's part shall be considered
"willful" unless done, or omitted to be done, by Executive not in good faith and
without reasonable belief that his action or omission was in the best interest
of the Company or its Subsidiaries. Notwithstanding the foregoing, with respect
to termination for Cause arising out of conduct described in clause (b), (c),
(d) or (e) above, Executive may not be terminated for Cause unless there shall
have been delivered to Executive a written finding by the Company's board of
directors or Chief Executive Officer, finding that in the good faith opinion of
the Board of Directors or the Company's Chief Executive Officer, Executive had
engaged in conduct described above in clause (b), (c) (d), or (e) of the first
sentence of this paragraph and specifying the particulars thereof in detail.
Such a finding by the Company's board of directors or Chief Executive Officer is
a prerequisite to a termination for cause pursuant to clauses (b), (c), (d) or
(e) above, provided, however, such a finding may be challenged, by appropriate
judicial process, on the merits (i.e., that Cause did not exist) or on the basis
that the Board's or Chief Executive Officer's finding was not made in good faith
(provided that proof that cause for termination existed shall be a complete
defense to any showing that the Board's or Chief Executive Officer's findings
were not made in good faith).

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Cost of Living Amount" means an amount calculated by multiplying the Base
Salary then in effect by a fraction, (a) the numerator of which shall be the
amount (not less than zero) by which the latest Cost of Living Index available
as of the time of determination exceeds the Cost of Living Index for same period
during the immediately preceding year, and (b) the denominator of which shall be
the Cost of Living Index for the same period during the immediately preceding
year.

     "Cost of Living Index" means the Consumer Price Index for All Urban
Consumers, Atlanta, Georgia (1967-100) prepared by the Bureau of Labor
Statistics of the United States


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Department of Labor for the relevant period; provided that if the index shall
cease to be published, the parties shall use as the index, the most comparable
index published by the United States Government.

     "Disability" means Executive shall have been absent from his duties with
the Company for 26 consecutive weeks as a result of incapacity due to mental
illness or physical illness or injury, and he shall not have returned to the
full-time performance of his duties within 30 days after written notice of
termination of this Agreement is given by the Company's board of directors or
Chief Executive Officer.

     "End Date" is defined in paragraph 5(c).

     "Fringe Benefits" is defined in paragraph 3(g).

     "Good Reason" means, unless Executive shall have consented in writing
thereto, any of the following:

     (a) except as provided in paragraph 9, a material reduction in Executive's
title, duties, responsibilities or status, as compared to such title, duties,
responsibilities or status on the Effective Date;

     (b) the assignment to Executive of a material amount of different or
additional duties that are significantly inconsistent with Executive's office on
the Effective Date;

     (c) a requirement that Executive relocate anywhere not acceptable to him or
the imposition on Executive of business travel obligations substantially greater
than his business travel obligations during the year prior to the Effective
Date; or

     (d) any material breach of this Agreement by the Company;

provided, however, that Executive shall not have the right to terminate his
employment for "Good Reason" unless he shall have given thirty (30) days prior
written notice to the Board of Directors of the Company in which Executive sets
forth in reasonable detail the circumstances that Executive believes constitute
"Good Reason" pursuant to the preceding clauses (a) through (d) and the Company
shall not have remedied the matter within said thirty (30) day period; and
provided, further, however that the fact that the Company does or does not so
remedy said matter shall not be deemed an admission by the Company that such
circumstances constitute "Good Reason". It shall not be deemed to be "Good
Reason" if the Board of Directors, for any reason, designates an officer other
than the Chief Executive Officer as the officer to whom Executive shall report.

     "Person" means an individual, a partnership, a joint venture, a
corporation, an association, a joint stock company, a limited liability company,
a trust, an unincorporated organization or a government or any department or
agency or political subdivision thereof.

     "Retirement" means termination of Executive's employment in accordance with
the Company's normal retirement policy generally applicable to its salaried
employees (or, at Executive's election, at any time after attaining age 60 or at
any earlier time upon the occurrence


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of any event entitling Executive to receive disability benefits under any
long-term disability policy maintained by the Company that covers Executive) or
in accordance with any other retirement arrangement established with Executive's
consent with respect to Executive.

     "Retirement Savings Plan" means the Company's Defined Contribution 401(k)
savings plan in effect as of the Effective Date, as the same is amended from
time to time.

     "Severance Pay Plan" means the Company's Severance Pay Plan for Exempt
Employees, in effect as of the Effective Date, as the same is amended from time
to time.

     "Subsidiary" means with respect to any corporation, another corporation of
which the securities having a majority of the voting power in electing directors
are, at the time of determination, owned by the first corporation, directly or
through one of more Subsidiaries.

     "Termination Date" is defined in paragraph 4(c).

     "Termination Notice" is defined in paragraph 4(b).

     "Without Cause" means an involuntary termination of Executive's employment
by the Company other than for Cause or due to Executive's death or Disability or
a termination of employment by Executive for Good Reason.

     12. SURVIVAL. Paragraphs 6, 7 and 8 shall survive and continue in full
force in accordance with their terms notwithstanding any termination of the
Employment Period.

     13. EXPENSES. The Company shall pay all of Executive's expenses (including
reasonable attorneys' fees and expenses) paid by Executive in connection with
the negotiation and preparation of this Agreement and all related documents. In
the event Executive prevails in any arbitration or litigation arising out of his
termination of employment or his seeking to obtain or enforce any right or
benefit provided by this Agreement or by any other plan or arrangement
maintained by the Company under which he is or may be entitled to receive
benefits, the Company shall pay all reasonable legal fees and related expenses
(including the costs of experts, evidence and counsel and other such expenses
included in connection with any litigation or appeal) incurred by Executive in
such an arbitration or litigation. The Company further agrees to pay prejudgment
interest on any money judgment against the Company obtained by Executive in any
arbitration or litigation against it to enforce such right calculated at the
Prime Rate as reported in the Wall Street Journal in effect from time to time
from the date it is determined that payment to him should have been made under
this Agreement.


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     14. NOTICES. Any notice provided for in this Agreement shall be in writing
and shall be either personally delivered, or mailed by first class mail, return
receipt requested, to the recipient at the address below indicated:

                  NOTICES TO EXECUTIVE:
                  --------------------

                  David A. Brown
                  4240 East Conway Drive, NW
                  Atlanta, Georgia  30327

                  NOTICES TO THE COMPANY:
                  ----------------------

                  c/o The William Carter Company
                  1170 Peachtree Street, Suite 900
                  Atlanta, Georgia  30309
                  Attn:    Frederick J. Rowan, II
                           Chief Executive Officer

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or on the second business day after being deposited for delivery with the United
States Postal Service.

     15. SEVERABILITY. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

     16. COMPLETE AGREEMENT. This Agreement, those documents expressly referred
to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way,
including, without limitation, the Prior Agreement. Without limiting the
foregoing, Executive acknowledges and agrees that he has no rights under the
Prior Agreement because a "Change of Control," as defined in the Prior
Agreement, may have occurred.

     17. COUNTERPARTS. This Agreement may be executed in separate counterparts,
each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.

     18. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to
the benefit of and be enforceable by Executive, the Company and their respective
heirs, successors and assigns, except that no party may assign his or its rights
or delegate his or its obligations hereunder without the prior written consent
of the other parties to this Agreement.

     19. CHOICE OF LAW. This Agreement will be governed by and construed in
accordance with the domestic laws of the State of New York, without giving
effect to any choice of law or


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conflict of law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of any jurisdiction other than
the State of New York.

     20. AMENDMENT AND WAIVER. The provision of this Agreement may be amended or
waived only with the prior written consent of the Company and Executive, and no
course of


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conduct or failure or delay in enforcing the provisions of this Agreement shall
affect the validity, binding effect or enforceability this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                       THE WILLIAM CARTER COMPANY



                                       By: /S/ MICHAEL D. CASEY
                                          --------------------------------
                                          Name:  Michael D. Casey
                                          Title: Treasurer


                                       EXECUTIVE



                                       /S/ DAVID A. BROWN
                                       -----------------------------------
                                          David A. Brown