<PAGE>

                                                                   Exhibit 4.5

                            EXCHANGE AGENCY AGREEMENT


                           THE WILLIAM CARTER COMPANY
                                 The Proscenium
                            1170 Peachtree Street NE
                                    Suite 900
                                Atlanta, GA 30309


                                                              __________, 2001

State Street Bank And Trust Company
2 Avenue de Lafayette, 6th Floor
Boston, MA  02111

Ladies and Gentlemen:

         The William Carter Company, a Massachusetts corporation (the
"Company"), proposes to make an offer (the "Exchange Offer") to exchange up to
$175,000,000 aggregate principal amount of its 10.875% Series B Senior
Subordinated Notes due 2011 (the "Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its outstanding 10.875% Senior Subordinated Notes due 2011
(the "Outstanding Notes"), of which $175,000,000 aggregate principal amount is
outstanding. The terms and conditions of the Exchange Offer as currently
contemplated are set forth in a prospectus, dated __________, 2001 (the
"Prospectus"), a copy of which is attached to this Agreement as ATTACHMENT A and
is a part of this Agreement, proposed to be distributed to all record holders of
the Outstanding Notes. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Prospectus.

         The Company hereby appoints State Street Bank and Trust Company to act
as exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to State Street Bank and Trust
Company. State Street Bank and Trust Company hereby accepts the appointment as
Exchange Agent and shall perform the duties and services of the Exchange Agent
described herein on the terms and conditions contained in this Agreement.

         The Exchange Offer is expected to be commenced by the Company on or
about [__________], 2001 (the "Commencement Date"). The Letter of Transmittal
accompanying the Prospectus is to be used by the holders of the Outstanding
Notes to accept the Exchange Offer and contains instructions with respect to the
Exchange Offer.

         The Exchange Offer shall expire at 5:00 p.m., New York City time, on
[________], 2001 or on such later date or time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (promptly confirmed in writing) or written


                                       -1-

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notice to you no later than 6:00 p.m., New York City time, on the next business
day after the previously scheduled Expiration Date.

         The Company expressly reserves the right to amend or terminate the
Exchange Offer and not to accept for exchange any Outstanding Notes not
theretofore accepted for exchange, upon the occurrence of any of the conditions
of the Exchange Offer specified in the Prospectus under the caption "The
Exchange Offer- Conditions of the Exchange Offer." The Company will give oral
(promptly confirmed in writing) or written notice of any amendment, termination
or nonacceptance to you as promptly as practicable.

         In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:

YOU WILL PERFORM SUCH DUTIES AND ONLY SUCH DUTIES AS ARE SET FORTH IN THE
PROSPECTUS OR HEREIN, AND SUCH DUTIES THAT ARE NECESSARILY INCIDENTAL THERETO IN
GOOD FAITH.

YOU WILL ESTABLISH AN ACCOUNT WITH RESPECT TO THE OUTSTANDING NOTES AT THE
DEPOSITORY TRUST COMPANY (THE "BOOK-ENTRY TRANSFER FACILITY") FOR PURPOSES OF
THE EXCHANGE OFFER AS SOON AS PRACTICABLE, BUT IN NO EVENT LATER THAN TWO
BUSINESS DAYS, AFTER THE COMMENCEMENT DATE.

YOU ARE TO EXAMINE EACH OF THE LETTERS OF TRANSMITTAL, CERTIFICATES FOR THE
OUTSTANDING NOTES AND CONFIRMATIONS OF BOOK-ENTRY TRANSFERS INTO YOUR ACCOUNT AT
THE BOOK-ENTRY TRANSFER FACILITY AND ANY AGENT'S MESSAGE OR OTHER DOCUMENTS
RECEIVED BY YOU BY OR FOR HOLDERS OF THE OUTSTANDING NOTES TO ASCERTAIN WHETHER:
(I) THE LETTERS OF TRANSMITTAL AND ANY SUCH OTHER DOCUMENTS ARE DULY EXECUTED
AND PROPERLY COMPLETED IN ACCORDANCE WITH INSTRUCTIONS SET FORTH THEREIN AND
(II) THE OUTSTANDING NOTES HAVE OTHERWISE BEEN PROPERLY TENDERED. IN EACH CASE
WHERE YOU REASONABLY DETERMINE THAT THE LETTER OF TRANSMITTAL OR ANY OTHER
DOCUMENT HAS BEEN IMPROPERLY COMPLETED OR EXECUTED OR ANY OF THE CERTIFICATES
FOR OUTSTANDING NOTES ARE NOT IN PROPER FORM FOR TRANSFER OR SOME OTHER
IRREGULARITY IN CONNECTION WITH THE TENDER OF THE OUTSTANDING NOTES YOU WILL
PROMPTLY NOTIFY THE COMPANY OF THE EXISTENCE OF THE IRREGULARITY. AFTER
CONSULTATION WITH AND UPON INSTRUCTION OF THE COMPANY (SUCH APPROVAL, IF GIVEN
ORALLY, TO BE CONFIRMED PROMPTLY IN WRITING), YOU WILL PROMPTLY NOTIFY THE
EXCHANGING HOLDER OR THE BOOK-ENTRY TRANSFER FACILITY OF THE EXISTENCE OF THE
IRREGULARITY, THE NEED FOR FULFILLMENT OF ALL REQUIREMENTS AND WHAT ACTION IS
NECESSARY TO SATISFY THESE REQUIREMENTS.

THE COMPANY SHALL HAVE THE ABSOLUTE RIGHT TO (I) DETERMINE WHETHER ANY TENDER OF
OUTSTANDING NOTES IS VALID; (II) REJECT ANY OUTSTANDING NOTES NOT PROPERLY
TENDERED OR IF IN THE OPINION OF COUNSEL FOR THE COMPANY THE COMPANY'S
ACCEPTANCE OF THE TENDER OF OUTSTANDING NOTES WOULD BE UNLAWFUL; OR (III) WAIVE
ANY DEFECTS, IRREGULARITIES OR CONDITIONS OF TENDER AS TO PARTICULAR OUTSTANDING
NOTES. THE INTERPRETATIONS BY THE COMPANY OF THE TERMS AND CONDITIONS OF THE
EXCHANGE OFFER, EACH SUBMITTED LETTER OF TRANSMITTAL, EACH SUBMITTED NOTICE OF
GUARANTEED DELIVERY AND EACH OTHER DOCUMENT OR INSTRUMENT SUBMITTED TO IT IN
CONNECTION WITH THE EXCHANGE OFFER (INCLUDING, WITHOUT LIMITATION, THE
DETERMINATION OF WHETHER ANY TENDER OF OUTSTANDING NOTES IS VALID) SHALL BE
FINAL AND BINDING. WITH THE APPROVAL OF EITHER (A) THE CHIEF EXECUTIVE OFFICER
AND PRESIDENT OR (B) ANY VICE PRESIDENT OF THE COMPANY (SUCH APPROVAL, IF GIVEN
ORALLY, TO BE


                                       -2-

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CONFIRMED PROMPTLY IN WRITING), YOU ARE AUTHORIZED TO WAIVE ANY IRREGULARITIES
IN CONNECTION WITH ANY TENDER OF OUTSTANDING NOTES PURSUANT TO THE EXCHANGE
OFFER.

TENDERS OF OUTSTANDING NOTES MAY BE MADE ONLY AS SET FORTH IN THE SECTION OF THE
PROSPECTUS CAPTIONED "THE EXCHANGE OFFER- PROCEDURES FOR TENDERING" OR IN THE
LETTER OF TRANSMITTAL, AND OUTSTANDING NOTES SHALL BE CONSIDERED PROPERLY
TENDERED TO YOU ONLY WHEN TENDERED IN ACCORDANCE WITH THE PROCEDURES SET FORTH
THEREIN. NOTWITHSTANDING THE PROVISIONS OF THIS PARAGRAPH 6, OUTSTANDING NOTES
THAT THE COMPANY OR ANY OTHER PARTY DESIGNATED BY THE COMPANY IN WRITING SHALL
APPROVE AS HAVING BEEN PROPERLY TENDERED SHALL BE CONSIDERED TO BE PROPERLY
TENDERED (SUCH APPROVAL, IF GIVEN ORALLY, SHALL BE PROMPTLY CONFIRMED IN
WRITING).

YOU SHALL ADVISE THE COMPANY WITH RESPECT TO ANY OUTSTANDING NOTES DELIVERED
SUBSEQUENT TO THE EXPIRATION DATE AND ACCEPT ITS INSTRUCTIONS WITH RESPECT TO
THE DISPOSITION OF SUCH OUTSTANDING NOTES.

YOU SHALL ACCEPT TENDERS:

     o   in cases where the Outstanding Notes are registered in two or more
         names only if signed by all named holders;

     o   in cases where the signing person (as indicated on the Letter of
         Transmittal) is acting in a fiduciary or a representative capacity only
         when proper evidence of his or her authority to so act is submitted;
         and

     o   from persons other than the registered holder of Outstanding Notes
         provided that customary transfer requirements, including any applicable
         transfer taxes, are fulfilled.

You shall accept partial tenders of Outstanding Notes where so indicated and as
permitted in the Letter of Transmittal and deliver certificates for Outstanding
Notes to the transfer agent for split-up and return any untendered Outstanding
Notes to the holder (or to such other person as may be designated in the Letter
of Transmittal) as promptly as practicable after expiration or termination of
the Exchange Offer.

UPON SATISFACTION OR WAIVER OF ALL OF THE CONDITIONS TO THE EXCHANGE OFFER, THE
COMPANY WILL NOTIFY YOU (SUCH NOTICE, IF GIVEN ORALLY, SHALL BE PROMPTLY
CONFIRMED IN WRITING) OF THE COMPANY'S ACCEPTANCE, PROMPTLY AFTER THE EXPIRATION
DATE, OF ALL OUTSTANDING NOTES PROPERLY TENDERED, AND YOU, ON BEHALF OF THE
COMPANY, WILL EXCHANGE SUCH OUTSTANDING NOTES FOR EXCHANGE NOTES AND CAUSE SUCH
OUTSTANDING NOTES TO BE CANCELED. DELIVERY OF EXCHANGE NOTES WILL BE MADE ON
BEHALF OF THE COMPANY BY YOU AT THE RATE OF $1,000 PRINCIPAL AMOUNT OF EXCHANGE
NOTES FOR EACH $1,000 PRINCIPAL AMOUNT OF OUTSTANDING NOTES TENDERED PROMPTLY
AFTER NOTICE (SUCH NOTICE, IF GIVEN ORALLY, SHALL BE PROMPTLY CONFIRMED IN
WRITING) OF ACCEPTANCE OF SAID OUTSTANDING NOTES BY THE COMPANY; PROVIDED,
HOWEVER, THAT IN ALL CASES, OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE
OFFER WILL BE EXCHANGED ONLY AFTER TIMELY RECEIPT BY YOU OF CERTIFICATES FOR
SUCH OUTSTANDING NOTES (OR CONFIRMATION OF BOOK-ENTRY TRANSFER INTO YOUR ACCOUNT
AT THE BOOK-ENTRY TRANSFER FACILITY), A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) WITH ANY REQUIRED SIGNATURE
GUARANTEES (OR AGENT'S MESSAGE IN LIEU THEREOF) AND


                                       -3-

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ANY OTHER REQUIRED DOCUMENT. YOU SHALL ISSUE EXCHANGE NOTES ONLY IN
DENOMINATIONS OF $1,000 OR ANY INTEGRAL MULTIPLE THEREOF.

TENDERS PURSUANT TO THE EXCHANGE OFFER ARE IRREVOCABLE, EXCEPT THAT, SUBJECT TO
THE TERMS AND UPON THE CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL, OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE.

THE COMPANY SHALL NOT BE REQUIRED TO EXCHANGE ANY OUTSTANDING NOTES TENDERED IF
ANY OF THE CONDITIONS SET FORTH IN THE EXCHANGE OFFER ARE NOT MET. NOTICE OF ANY
DECISION BY THE COMPANY NOT TO EXCHANGE ANY OUTSTANDING NOTES TENDERED SHALL BE
GIVEN (SUCH NOTICE, IF GIVEN ORALLY, SHALL BE PROMPTLY CONFIRMED IN WRITING) BY
THE COMPANY TO YOU.

IF, PURSUANT TO THE EXCHANGE OFFER, THE COMPANY DOES NOT ACCEPT FOR EXCHANGE ALL
OR PART OF THE OUTSTANDING NOTES TENDERED BECAUSE OF AN INVALID TENDER, THE
OCCURRENCE OF CERTAIN OTHER EVENTS SET FORTH IN THE PROSPECTUS UNDER THE CAPTION
"THE EXCHANGE OFFER- CONDITIONS OF THE EXCHANGE OFFER" OR OTHERWISE, YOU SHALL
AS SOON AS PRACTICABLE AFTER THE EXPIRATION OR TERMINATION OF THE EXCHANGE OFFER
RETURN THOSE CERTIFICATES FOR UNACCEPTED OUTSTANDING NOTES (OR EFFECT THE
APPROPRIATE BOOK-ENTRY TRANSFER OF THE UNACCEPTED OUTSTANDING NOTES), AND RETURN
ANY RELATED REQUIRED DOCUMENTS AND THE LETTERS OF TRANSMITTAL RELATING THERETO
THAT ARE IN YOUR POSSESSION, TO THE PERSONS WHO DEPOSITED THEM.

ALL CERTIFICATES FOR REISSUED OUTSTANDING NOTES OR FOR UNACCEPTED OUTSTANDING
NOTES SHALL BE FORWARDED BY (A) FIRST-CLASS MAIL, RETURN RECEIPT REQUESTED,
UNDER A BLANKET SURETY BOND PROTECTING YOU AND THE COMPANY FROM LOSS OR
LIABILITY ARISING OUT OF THE NON-RECEIPT OR NON-DELIVERY OF SUCH CERTIFICATES OR
(B) BY REGISTERED MAIL INSURED SEPARATELY FOR THE REPLACEMENT VALUE OF SUCH
CERTIFICATES.

YOU ARE NOT AUTHORIZED TO PAY OR OFFER TO PAY ANY CONCESSIONS, COMMISSIONS OR
SOLICITATION FEES TO ANY BROKER, DEALER, BANK OR OTHER PERSONS OR TO ENGAGE OR
UTILIZE ANY PERSON TO SOLICIT TENDERS.

AS EXCHANGE AGENT HEREUNDER YOU:

     o   will be regarded as making no representations and having no
         responsibilities as to the validity, sufficiency, value or genuineness
         of Outstanding Notes, and will not be required to and will make no
         representation as to the validity, value or genuineness of the Exchange
         Offer;

     o   shall not be obligated to take any action hereunder which might in your
         good faith judgment involve any expense or liability, unless you shall
         have been furnished with satisfactory indemnity;

     o   shall not be liable to the Company for any action taken or omitted by
         you, or any action suffered by you to be taken or omitted, without
         gross negligence, misconduct or bad faith on your part, by reason of or
         as a result of the administration of your duties hereunder in
         accordance with the terms and conditions of this Agreement or by reason
         of your compliance with the instructions set forth herein or with any
         written or oral instructions delivered to you pursuant hereto, and may


                                       -4-

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         conclusively rely on and shall be fully protected in acting in good
         faith in reliance upon any certificate, instrument, opinion, notice,
         letter, facsimile or other document or security delivered to you and
         reasonably believed by you to be genuine and to have been signed by the
         proper party or parties;

     o   may reasonably act upon any tender, statement, request, comment,
         agreement or other instrument whatsoever not only as to its due
         execution and validity and the effectiveness of its provisions, but
         also as to the truth and accuracy of any information contained therein,
         which you shall in good faith reasonably believe to be genuine or to
         have been signed or represented by a proper person or persons;

     o   may conclusively rely on and shall be fully protected in acting upon
         written or oral instructions from any officer of the Company with
         respect to the Exchange Offer;

     o   shall not advise any person tendering Outstanding Notes pursuant to the
         Exchange Offer as to the wisdom of making such tender or as to the
         market value or decline or appreciation in market value of any
         Outstanding Notes; and

     o   may consult with counsel, which may be counsel for the Company, Ropes &
         Gray, with respect to any questions relating to your duties and
         responsibilities and the advice or opinion of such counsel shall be
         full and complete authorization and protection in respect of any action
         taken, suffered or omitted by you hereunder in good faith and in
         accordance with such advice or opinion of such counsel.

You shall take such action as may from time to time be requested by the Company
or Ropes & Gray (and such other action as you may reasonably deem appropriate)
to furnish copies of the Prospectus, Letter of Transmittal and the Notice of
Guaranteed Delivery, or such other forms as may be approved from time to time by
the Company, to all persons requesting such documents and to accept and comply
with telephone requests for information relating to the Exchange Offer, provided
that such information shall relate only to the procedures for accepting (or
withdrawing from) the Exchange Offer. The Company will furnish you with
sufficient copies of such documents to complete the initial mailing as soon as
practicable after the Commencement Date, and thereafter the Company will provide
additional copies at your request. All other requests for information relating
to the Exchange Offer shall be directed to the Secretary of the Company at The
Proscenium, 1170 Peachtree Street NE, Suite 900, Atlanta, GA 30309.

YOU SHALL PROVIDE A REPORT, IN THE FORM ATTACHED HERETO AS ATTACHMENT B, BY
E-MAIL OR FACSIMILE TRANSMISSION TO THE COMPANY AND ROPES & GRAY, COUNSEL FOR
THE COMPANY, AND SUCH OTHER PERSON OR PERSONS AS THEY MAY REASONABLY REQUEST,
WEEKLY, AND DURING THE WEEK IMMEDIATELY PRIOR TO THE EXPIRATION DATE, MORE
FREQUENTLY, IF REASONABLY REQUESTED, UP TO AND INCLUDING THE EXPIRATION DATE.
YOU SHALL ALSO PROVIDE THE COMPANY OR ANY SUCH OTHER PERSON OR PERSONS AS THE
COMPANY MAY REASONABLY REQUEST FROM TIME TO TIME PRIOR TO THE EXPIRATION DATE
WITH SUCH OTHER INFORMATION AS THE COMPANY OR SUCH OTHER PERSON MAY REASONABLY
REQUEST. IN ADDITION, YOU SHALL GRANT TO THE COMPANY AND SUCH PERSONS AS THE
COMPANY MAY REQUEST REASONABLE ACCESS TO THOSE PERSONS ON YOUR STAFF WHO ARE
RESPONSIBLE FOR RECEIVING TENDERS, IN ORDER TO ENSURE THAT IMMEDIATELY PRIOR TO
THE EXPIRATION DATE, THE COMPANY SHALL HAVE RECEIVED INFORMATION IN SUFFICIENT
DETAIL TO ENABLE THEM TO DECIDE WHETHER TO EXTEND THE EXCHANGE OFFER. YOU SHALL
PREPARE A LIST OF PERSONS WHO FAILED TO


                                      -5-

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TENDER OR WHOSE TENDERS WERE NOT ACCEPTED AND DELIVER THIS LIST TO THE COMPANY
AT LEAST FIVE DAYS PRIOR TO THE EXPIRATION DAY, OR AT SUCH TIMES AS MAY
OTHERWISE BE REASONABLY REQUIRED. YOU SHALL ALSO PREPARE A FINAL LIST OF ALL
PERSONS WHOSE TENDERS WERE ACCEPTED, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES
TENDERED AND THE AGGREGATE PRINCIPLE AMOUNT OF OUTSTANDING NOTES ACCEPTED, AND
SHALL DELIVER THIS LIST TO THE COMPANY.

ALL LETTERS OF TRANSMITTAL AND NOTICES OF GUARANTEED DELIVERY SHALL BE STAMPED
BY YOU AS TO THE DATE AND THE TIME OF RECEIPT THEREOF AND SHALL BE PRESERVED BY
YOU FOR A PERIOD OF TIME AT LEAST EQUAL TO THE PERIOD OF TIME YOU PRESERVE OTHER
RECORDS PERTAINING TO THE TRANSFER OF SECURITIES. YOU SHALL DISPOSE OF UNUSED
LETTERS OF TRANSMITTAL AND OTHER SURPLUS MATERIALS AS DIRECTED BY THE COMPANY.

FOR SERVICES RENDERED AS EXCHANGE AGENT HEREUNDER, THE COMPANY WILL PAY YOU A
FEE OF $______, AND YOU SHALL BE ENTITLED TO REIMBURSEMENT OF YOUR OUT OF POCKET
EXPENSES, INCLUDING FEES AND EXPENSES OF YOUR ____.

YOU HEREBY ACKNOWLEDGE RECEIPT OF THE PROSPECTUS AND THE LETTER OF TRANSMITTAL
ATTACHED HERETO AND FURTHER ACKNOWLEDGE THAT YOU HAVE EXAMINED EACH OF THEM TO
THE EXTENT NECESSARY TO PERFORM YOUR OBLIGATIONS HEREUNDER. ANY INCONSISTENCY
BETWEEN THIS AGREEMENT, ON THE ONE HAND, AND THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL (AS THEY MAY BE AMENDED FROM TIME TO TIME), ON THE OTHER HAND, SHALL
BE RESOLVED IN FAVOR OF THE LATTER TWO DOCUMENTS, EXCEPT WITH RESPECT TO THE
DUTIES, LIABILITIES AND INDEMNIFICATION OF YOU AS EXCHANGE AGENT, WHICH SHALL BE
CONTROLLED BY THIS AGREEMENT.

THE COMPANY AGREES TO INDEMNIFY AND HOLD YOU (AND YOUR OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS) HARMLESS IN YOUR CAPACITY AS EXCHANGE AGENT HEREUNDER
AGAINST ANY LIABILITY, COST OR EXPENSE, INCLUDING REASONABLE ATTORNEY'S FEES,
ARISING OUT OF OR IN CONNECTION WITH THE ACCEPTANCE OR ADMINISTRATION OF YOUR
DUTIES HEREUNDER, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY ACT,
OMISSION, DELAY OR REFUSAL MADE BY YOU IN REASONABLE RELIANCE UPON ANY
SIGNATURE, ENFORCEMENT, ASSIGNMENT, CERTIFICATE, ORDER, REQUEST, NOTICE,
INSTRUCTION OR OTHER INSTRUMENT OR DOCUMENT REASONABLY BELIEVED BY YOU TO BE
VALID, GENUINE AND SUFFICIENT AND IN ACCEPTING ANY TENDER OR EFFECTING ANY
TRANSFER OF OUTSTANDING NOTES REASONABLY BELIEVED BY YOU IN GOOD FAITH TO BE
AUTHORIZED, AND IN DELAYING OR REFUSING IN GOOD FAITH TO ACCEPT ANY TENDERS OR
EFFECT ANY TRANSFER OF OUTSTANDING NOTES; PROVIDED, HOWEVER, THAT THE COMPANY
SHALL NOT BE LIABLE FOR INDEMNIFICATION OR OTHERWISE FOR ANY LOSS, LIABILITY,
COST OR EXPENSE TO THE EXTENT ARISING OUT OF YOUR GROSS NEGLIGENCE, WILLFUL
BREACH OF THIS AGREEMENT, WILLFUL MISCONDUCT OR BAD FAITH. YOU SHALL NOTIFY THE
COMPANY IN WRITING OF ANY ASSERTION OF A CLAIM AGAINST YOU OR OF ANY OTHER
ACTION COMMENCED AGAINST YOU, PROMPTLY AFTER YOU SHALL HAVE RECEIVED ANY SUCH
WRITTEN ASSERTION OR COMMENCEMENT OF ACTION. THE COMPANY SHALL BE ENTITLED TO
PARTICIPATE AT ITS OWN EXPENSE IN THE DEFENSE OF ANY SUCH CLAIM OR OTHER ACTION.
YOU SHALL NOT COMPROMISE OR SETTLE ANY SUCH ACTION OR CLAIM WITHOUT THE CONSENT
OF THE COMPANY.


                                      -6-

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THIS AGREEMENT AND YOUR APPOINTMENT AS EXCHANGE AGENT HEREUNDER SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, AND SHALL INURE TO
THE BENEFIT OF, AND THE OBLIGATIONS CREATED HEREBY SHALL BE BINDING UPON, THE
SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES HERETO.

THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL
BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER CONSTITUTE ONE AND
THE SAME AGREEMENT.

IN CASE ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID, ILLEGAL OR
UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.

THIS AGREEMENT SHALL NOT BE DEEMED OR CONSTRUED TO BE MODIFIED, AMENDED,
RESCINDED, CANCELED OR WAIVED, IN WHOLE OR IN PART, EXCEPT BY A WRITTEN
INSTRUMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF THE PARTY TO BE
CHARGED. THIS AGREEMENT MAY NOT BE MODIFIED ORALLY.

UNLESS OTHERWISE PROVIDED HEREIN, ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS
TO ANY PARTY HEREUNDER SHALL BE IN WRITING (INCLUDING FACSIMILE) AND SHALL BE
GIVEN TO SUCH PARTY, ADDRESSED TO IT, AT ITS ADDRESS OR TELECOPY NUMBER SET
FORTH BELOW:

         If to the Company, to:

                  The William Carter Company
                  The Proscenium, 1170 Peachtree Street NE
                  Suite 900
                  Atlanta, GA  30309
                  Attention: Michael A. Casey
                  Facsimile: (404) 892-0968

         with a copy to:

                  Ropes & Gray
                  One International Place
                  Boston, Massachusetts  02110
                  Attention:  Joel F. Freedman, Esq.
                  Facsimile:  (617) 951-7050

         If to the Exchange Agent, to:

                  State Street Bank and Trust Company
                  Corporate Trust Department
                  2 Avenue de Lafayette, 6th Floor
                  Boston, MA  02111
                  Attention: Exchange Department/Sandra Wong
                  Facsimile: (617) 662-1452


                                      -7-

<PAGE>

UNLESS TERMINATED EARLIER BY THE PARTIES HERETO, THIS AGREEMENT SHALL TERMINATE
90 DAYS FOLLOWING THE EXPIRATION DATE. NOTWITHSTANDING THE FOREGOING, PARAGRAPHS
18 AND 20 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. EXCEPT AS PROVIDED IN
PARAGRAPH 17, UPON ANY TERMINATION OF THIS AGREEMENT, YOU SHALL PROMPTLY DELIVER
TO THE COMPANY ANY FUNDS OR PROPERTY (INCLUDING, WITHOUT LIMITATION, LETTERS OF
TRANSMITTAL AND ANY OTHER DOCUMENTS RELATING TO THE EXCHANGE OFFER) THEN HELD BY
YOU AS EXCHANGE AGENT UNDER THIS AGREEMENT.

THIS AGREEMENT SHALL BE BINDING AND EFFECTIVE AS OF THE DATE HEREOF.


                                      -8-

<PAGE>

         Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.

                                           THE WILLIAM CARTER COMPANY


                                           By:______________________________
                                           Name:
                                           Title:



Accepted as of the date first above written:

STATE STREET BANK AND TRUST COMPANY
as Exchange Agent


By:  __________________________________
     Name:
     Title:


<PAGE>

ATTACHMENT A

Prospectus



Attached.


<PAGE>

ATTACHMENT B

Form of Tender Report



                                            Date:
                                                  ----------------------------

The William Carter Company
The Proscenium
1170 Peachtree Street NE, Suite 900
Atlanta, GA  30309


SENT BY (check one):
[ ] BY FAX:       ________________________
[ ] BY E-MAIL: ________________________


         Re:      Notice of Tenders

With respect to Section 16 of the Exchange Agent Agreement, dated as of
_______________, we confirm the following information as of the date hereof:

     1.  Principal amount of Outstanding Notes tendered during the past week:
         $____________________. Principal amount of such Outstanding Notes
         tendered pursuant to a Notice of Guaranteed Delivery:
         $____________________.

     2.  Principal amount of Outstanding Notes referred to in paragraph 1 above
         regarding which Exchange Agent questions validity of the tender:
         $____________________.

     3.  Aggregate principal amount of Outstanding Notes tendered since the
         Commencement Date as to which Exchange Agent questions the validity of
         the tender: $___________________.

     4.  Principal amount of Outstanding Notes remaining unpresented (based on
         $______________ total Outstanding Notes): $__________________

     5.  Total aggregate principal amount of Outstanding Notes validly tendered
         since the Commencement Date: $---------------------

                                          State Street Bank and Trust Company,
                                          as Exchange Agent


                                           By:
                                              --------------------------------
                                              Name:
                                              Title: