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                                                                   Exhibit 10.9


                      AMENDED AND RESTATED PROMISSORY NOTE

$4,336,445                                                   New York, New York
                                                                January 1, 2000
                                           amended and restated August 15, 2001

         FOR VALUE RECEIVED, the undersigned, Frederick J. Rowan II (the
"Payor"), hereby promises to pay to the order of The William Carter Company,
or its successor or assign (the "Holder"), at the office of The William
Carter Company, 1170 Peachtree Street, Suite 900, Atlanta, Georgia 30309,
Attn: Mr. Michael Casey, in lawful money of the United States of America in
immediately available funds, the principal sum of FOUR MILLION THREE HUNDRED
THIRTY-SIX THOUSAND FOUR HUNDRED FORTY-FIVE DOLLARS ($4,336,445), together
with any accrued and unpaid interest on such principal amount from time to
time outstanding, which sum shall be due and payable in installments of
$600,000 (or such lesser amount as remains outstanding) commencing on March
31, 2003 and thereafter on each anniversary thereof until such principal
amount and all accrued and unpaid interest thereon has been repaid.

         This Amended and Restated Promissory Note restates in its entirety
the Promissory Note dated as of January 1, 2000, issued by the Payor to the
Holder in the original principal amount of $4,336,445.

         From the date hereof, interest (i) shall accrue on the outstanding
principal amount thereof at a rate which shall be calculated for each quarter
or part thereof of the Holder's fiscal year, and (ii) shall equal the average
rate paid by The William Carter Company under the revolving portion of its
senior credit facility during such period (or if there are no borrowings
outstanding during such period, the average rate that would have been paid
thereunder), and (iii) shall be calculated on the basis of the actual number
of days elapsed over 365, from the date hereof to the date of payment. For
the avoidance of doubt, the total amount payable under this Note shall
include any accrued but unpaid interest on the principal amount for the
period beginning January 1, 2000 and ending August 15, 2001.

         The Payor hereby promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, on any overdue interest, and
on any overdue amount under any instrument now or hereafter evidencing or
securing the indebtedness evidenced hereby, at a rate equal to the rate of
interest set forth above, plus 2%, calculated on the basis of the actual
number of days elapsed over 365, from the date such principal or interest was
due to the date of payment.

         The Payor shall have the right at any time and from time to time on
any business day to prepay the principal amount of this Note, together with
accrued and unpaid interest thereon, in whole or in part, without penalty or
premium, upon at least two business days' prior written notice to the Holder
hereof, such notice to specify the prepayment date and the principal amount
hereof to be prepaid. In the event the Payor decides not to so prepay this
Note in accordance with any such notice delivered to the Holder hereof, the
Payor shall so notify the Holder hereof, not less than one business day
before such prepayment would otherwise have been made.



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         All amounts paid or prepaid by Payor hereunder shall be applied
first to the accrued and unpaid interest, and then to reduce the outstanding
principal amount under this Note.

         All payment and prepayment of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the Holder
hereof on the schedule attached hereto and made a part hereof, or on a
continuation thereof which shall be attached hereto and made a part hereof;
PROVIDED, HOWEVER, that the failure of the Holder hereof to make such a
notation or any error in such a notation shall not affect the obligations of
the Payor under this Note.

         The Promissory Note is secured by that certain Amended and Restated
Stock Pledge Agreement, dated as of even date herewith, between the Holder
and the Payor (the "Stock Pledge Agreement").

         Notwithstanding anything to the contrary contained herein, in case
of the happening of any of the following events ("Events of Default"):

                  (i) default shall be made in the payment of the principal of
         or interest on this Note when and as the same shall become due and
         payable, whether at the due date thereof or at a date fixed for
         prepayment thereof or otherwise;

                  (ii) a breach of any covenant contained in this Note, other
         than the covenant to pay the principal of and interest on this Note,
         which breach shall continue unremedied for thirty days after written
         notice by the Holder;

                  (iii) the Payor shall (a) voluntarily commence any proceedings
         or file any petition seeking relief under Title 11 of the United States
         Code or any other Federal or state bankruptcy, insolvency, liquidation
         or similar law, (b) consent to the institution of, or fail to
         controvert in a timely and appropriate manner, any such proceeding or
         the filing of any such petition, (c) apply for or consent to the
         appointment of a receiver, trustee, custodian sequestrator or similar
         official for him or for a substantial part of his property, (d) file an
         answer admitting the material allegations of a petition filed against
         him in any such proceeding, (e) make a general assignment for the
         benefit of creditors or (f) become unable, admit in writing his
         inability or fail generally to pay his debts as they become due;

                  (iv) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (a) relief in respect of the Payor, or of a
         substantial part of the property of the Payor, under Title 11 of the
         United States Code or any other Federal or state bankruptcy,
         insolvency, receivership or similar law or (b) the appointment of a
         receiver, trustee, Custodian, sequestrator or similar official for the
         Payor or for a substantial part of the property of the Payor; and such
         proceeding or petition shall continue undismissed for 60



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         days or an order or decree approving or ordering any of the foregoing
         shall continue unstayed and in effect for 60 days;

                  (v) a Change in Control or an Initial Public Offering (each as
         defined in the Stockholders Agreement, dated as of August 15, 2001
         among Carter Holdings, Inc., the Payor and the other stockholders named
         therein (the "Stockholders Agreement")) of Carter Holdings, Inc., a
         Massachusetts corporation, or The William Carter Company, a
         Massachusetts corporation, shall be consummated;

                  (vi) an Event of Default (as defined in the Stock Pledge
         Agreement) shall have occurred under the Stock Pledge Agreement;

                  (vii) Payor shall, for any reason, cease to be an employee of
         Holder and the Company shall not have issued a Call Notice (as defined
         in the Stockholders Agreement) for repurchase of the New Pledged Shares
         (as defined in the Stock Pledge Agreement) pursuant to Section 2.2 of
         the Stockholders Agreement, within 90 days after termination; PROVIDED,
         HOWEVER, that in the event Payor shall cease to be an employee of
         Holder by reason of death or Disability (as defined in the Stockholders
         Agreement), and the Company shall not have issued a Call Notice (as
         defined in the Stockholders Agreement), the Holder may only accelerate
         this Note if an Event of Default set forth in paragraphs (i)-(vi)
         occurs.

then, in any such event (other than an event described in paragraph (iii) or
(iv) above), the Holder hereof may declare the principal amount of this Note
then outstanding to be forthwith due and payable, whereupon the principal
hereof, together with accrued and unpaid interest thereon, shall become
forthwith due and payable both as to principal and interest, without
presentment, demand, protest or any other notice of any kind, all of which
are hereby expressly waived by the Payor (to the extent permitted by law),
anything contained herein to the contrary notwithstanding; and, in any event
described in paragraph (iii) or (iv) above, the principal amount of this
Note, together with accrued and unpaid interest hereon, shall automatically
become due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Payor.

         In the event the Company repurchases the new Pledged Shares (as
defined in the Stock Pledge Agreement) pursuant to Section 2.2 of the
Stockholders Agreement, all proceeds to the Payor from such sale up to and
including the amount equal to the outstanding principal and accrued but
unpaid interest on this Note, shall be offset against and used to pay this
Note.

         If any payment under this Note is not made when due, whether at
maturity or by acceleration, Payor shall pay all costs of collection whether
or not suit is filed hereon, on the Stock Pledge Agreement or otherwise,
including, but not limited to, reasonable attorneys' fees and expenses
incurred in connection with the protection or realization of any collateral.

         Payor hereby certifies and declares that all acts, conditions and
things required to be done and performed and to have happened precedent to
the creation and issuance of this Note, and to



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constitute this Note the legal, valid and binding obligation to Payor,
enforceable in accordance with the terms hereof, have been done and performed
and happened in due and strict compliance with all applicable laws.

         The Payor hereby waives (to the extent permitted by law) diligence,
presentment, demand, protest and notice of any kind whatsoever except as
expressly required herein. The nonexercise by the Holder of any of its rights
hereunder or under the Stock Pledge Agreement in any particular instance
shall not constitute a waiver thereof in that or any subsequent instance. The
Holder shall at all times have the right to proceed against any portion of
the security held herefor in such order and in such manner as the Holder may
select, without waiving any rights with respect to any other security. No
delay or omission on the part of the Holder in exercising any right hereunder
or under the Stock Pledge Agreement or other agreement shall operate as a
waiver of such right or of any other right under this Note.

         This Note may be assigned, pledge, hypothecated or otherwise
transferred by the Holder hereof.

         Any notice to be given hereunder shall be in writing and shall be
deemed to have been given (i) when presented personally or (ii) three
business days after being deposited in a regularly maintained receptacle for
the United States Postal Service, postage prepaid, registered or certified,
return receipt requested addressed to the respective party at the address
specified herein or such other address as any party may from time to time
designate by written notice to the other as herein required.

         The Payor irrevocably submits to the jurisdiction of (a) the Supreme
Court of the State of New York, New York County, and (b) the United States
District Court for the Southern District of New York, for the purposes of any
suit, action or other proceeding arising out of or relating to this Note.
Pledgor expressly waives any objection which he may have now or hereafter to
the laying of the venue or to the jurisdiction of any such suit, action or
proceedings.

         All agreements between Payor and the Holder hereof are expressly
limited so that in no contingency or event whatsoever, whether by reason of
advancement of the proceeds of the loan evidenced hereby, acceleration of
maturity of the unpaid principal balance hereof, or otherwise, shall the
interest contracted for, charged or received by the Holder exceed the maximum
amount permissible under applicable law. If, from any circumstances
whatsoever, interest would otherwise be payable to the Holder hereof in
excess of the maximum lawful amount, then IPSO FACTO, the interest payable to
the Holder shall be reduced to the maximum amount permitted under applicable
law, and the amount of interest for any subsequent period, to the extent less
than that permitted by applicable law, shall to that extent be increased by
the amount of such reduction. If from any circumstance the Holder hereof
shall ever receive anything of value deemed interest by applicable law in
excess of the maximum lawful amount, an amount equal to any excessive
interest shall be applied to the reduction of the unpaid principal a balance
due hereunder and not to the payment of interest, or if such excessive
interest exceeds the unpaid principal balance due hereunder, such excess
shall be refunded to Payor. All interest paid or agreed to be paid to the
Holder hereof shall, to the extent permitted by applicable law, be amortized,
prorated, allocated or spread throughout the full period until payment in
full of the principal balance due hereunder (including the period of any
renewal or extension) so that

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interest hereon for such period shall not exceed the maximum amount permitted
by applicable law. The provisions of this paragraph shall control all
agreements between the Payor and the Holder hereof.

         Any provision of this Note that is declared invalid, illegal or
unenforceable in any jurisdiction shall not affect in any way the remaining
provisions hereof in such jurisdiction or render that or any other provision
of this Note invalid, illegal or unenforceable in any other jurisdiction.

         This Note has been executed and delivered in the State of New York
and shall be governed and construed, and all rights and obligation hereunder
shall be determined, in accordance with the laws of the State of New York.

         Executed and delivered by the undersigned as of this 15th day of
August, 2001 in the County, City and State of New York.

Addresses for notices to the Payor:          Frederick J. Rowan, II
                                             4280 Olde Mill Lane
                                             Atlanta, Georgia  30342


                                                 /s/  David A. Brown
                                             --------------------------------
                                             Frederick J. Rowan, II

                                             By:  David A. Brown, his
                                                  attorney-in-fact




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                      SCHEDULE OF PAYMENTS AND PREPAYMENTS