Exhibit 10.5
 Execution Version
   Purchase Agreement




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Purchase and Resale of the Securities by the Initial Purchasers
    2




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3




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##### 



Representations and Warranties of the Company
 Preliminary Offering Memorandum. provided
  4




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Time of Sale Information provided
 Additional Written Communications. provided
 Offering Memorandum. provided
  5




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Incorporated Documents.
 Financial Statements.
 No Material Adverse Change.
  6




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Organization and Good Standing.
 Capitalization.
 Due Authorization.
  7




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Indenture
 Purchase Agreement.
 ecurities.
 Underlying Securities
 Other Transaction Documents.
 Descriptions of the Transaction Documents.
  8




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No Violation or Default.
 No Conflicts.
 No Consents Required.
  9




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Legal Proceedings.
 Independent Accountants.
 Title to Real and Personal Property.
 Title to Intellectual Property.
 No Undisclosed Relationships.
 Investment Company Act.
  10




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Taxes.
 Licenses and Permits.
 No Labor Disputes.
 Compliance with Environmental Laws.
  11




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Hazardous Substances
 Compliance with ERISA.
  12




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Disclosure Controls
 Accounting Controls.
 Insurance.
  13




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No Unlawful Payments.
 Compliance with Money Laundering Laws
 Compliance with OFAC.
 No Restrictions on Subsidiaries
 No Brokers Fees.
  14




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Rule 144A Eligibility
 No Integration
 No General Solicitation or Directed Selling Efforts
 Securities Law Exemptions
 No Stabilization.
 Business with Cuba.
 Margin Rules
  15




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Forward-Looking Statements.
 Statistical and Market Data.
 Sarbanes-Oxley Act
 Further Agreements of the Company
 Delivery of Copies.
 Offering Memorandum, Amendments or Supplements
 Additional Written Communications.
 Notice to the Representatives.
  16




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Ongoing Compliance of the Offering Memorandum and Time of Sale Information
 Blue Sky Compliance. provided
  17




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Clear Market.
 Use of Proceeds.
 No Stabilization.
 Underlying Securities
 Supplying Information
 No Resales by the Company
  18




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No Integration
 No General Solicitation or Directed Selling Efforts
 Certain Agreements of the Initial Purchasers
 Conditions of Initial Purchasers Obligations.
 Representations and Warranties.
  19




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No Downgrade.
 No Material Adverse Change.
 Officers Certificate.
 Comfort Letters.
 Opinion and 10b-5 Statement of Counsel for the Company.
  20




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Opinion of Companys General Counsel
 Opinion and 10b-5 Statement of Counsel for the Initial Purchasers.
 No Legal Impediment to Issuance.
 Good Standing
 Exchange Listing.
 Lock-up Agreements
 Additional Documents.
   21




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Indemnification and Contribution
 Indemnification of the Initial Purchasers.
 Indemnification of the Company.
  22




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Notice and Procedures. provided provided further
  23




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Contribution.
 Limitation on Liability. pro rata
 Non-Exclusive Remedies.
 Effectiveness of Agreement
  24




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Termination
 Defaulting Initial Purchaser
   25




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Payment of Expenses .
   26




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Persons Entitled to Benefit of Agreement
 Survival
 Certain Defined Terms
 Miscellaneous Authority of the Representatives.
 Notices. st
  27




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Governing Law.
 Counterparts.
 Amendments or Waivers.
 Headings.
  28




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Very truly yours,LIZ CLAIBORNE, INC.By:
    
    /s/ Andrew WarrenTitle: EVP and CFO
  
 J.P. MORGAN SECURITIES INC.By:
    
    /s/Authorized SignatoryMERRILL LYNCH, PIERCE, FENNER& SMITH INCORPORATEDBy:
    
    /s/Authorized Signatory
  29




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Initial Purchaser
    
    Principal AmountJ.P. Morgan Securities Inc.
    
    $
    37,500,000.00Merrill Lynch, Pierce, Fenner
& Smith Incorporated
    
    $
    30,000,000.00SunTrust Robinson Humphrey, Inc.
    
    $
    7,500,000.00Total
    
    $
    75,000,000.00
  30




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31




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Boodle, Inc. (f/k/a LCI Laundry)
    
    DelawareBright Win Limited
    
    Hong KongDB Newco Corp.
    
    DelawareHandycell Ltd.
    
    United KingdomHavana, LLC
    
    DelawareHigh Mallow Company N.V.
    
    NetherlandsJuicy Couture Europe Limited
    
    United KingdomJuicy Couture, Inc.
    
    CaliforniaKate Spade LLC
    
    DelawareL.C. Augusta, Inc.
    
    DelawareL.C. Caribbean Holdings, Inc.
    
    DelawareL.C. Libra, LLC
    
    DelawareL.C. Licensing, Inc.
    
    DelawareL.C. Service Company, Inc.
    
    DelawareL.C. Special Markets, Inc.
    
    DelawareLCI Acquisition U.S., Inc.
    
    DelawareLCI Holdings, Inc.
    
    DelawareLCI Investments, Inc.
    
    DelawareLiz Claiborne 1 B.V.
    
    NetherlandsLiz Claiborne 2 B.V.
    
    NetherlandsLiz Claiborne 3 B.V.
    
    NetherlandsLiz Claiborne Accessories, Inc.
    
    DelawareLiz Claiborne Accessories-Sales, Inc.
    
    DelawareLiz Claiborne Canada Inc.
    
    CanadaLiz Claiborne Colombia, Ltda.
    
    ColombiaLiz Claiborne Cosmetics, Inc.
    
    DelawareLiz Claiborne De El Salvador, S.A., de C.V.
    
    El SalvadorLiz Claiborne de Mexico, S.A. de C.V.
    
    MexicoLiz Claiborne do Brasil Industria E Comercio Ltda.
    
    BrazilLiz Claiborne Europe
    
    United KingdomLiz Claiborne Export, Inc.
    
    DelawareLiz Claiborne Foreign Holdings, Inc.
    
    DelawareLiz Claiborne International Limited
    
    Hong KongLiz Claiborne (Israel) Ltd.
    
    IsraelLiz Claiborne Japan, Inc.
    
    DelawareLiz Claiborne (Malaysia) SDN.BHD
    
    MalaysiaLiz Claiborne Operations (Israel) 1993 Limited
    
    IsraelLiz Claiborne Puerto Rico, Inc.
    
    DelawareLiz Claiborne Sales, Inc.
    
    DelawareLiz Claiborne, S.A.
    
    Costa RicaLiz Claiborne Servicios de Mexico, S.A. de C.V.
    
    MexicoLiz Claiborne Shoes, Inc.
    
    DelawareLucky Brand Dungarees, Inc.
    
    DelawareLucky Brand Dungarees Stores, Inc.
    
    DelawareMexx Asia Pacific Limited
    
    Hong KongMexx Austria GmbH
    
    AustriaMexx Belgium N.V.
    
    BelgiumMexx Boutique SARL
    
    FranceMexx Czech Repubic s.r.o.
    
    Czech RepublicMexx Deutschland GmbH
    
    GermanyMexx Direct GmbH & Co KG
    
    Germany
  32




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Mexx Direct Holding B.V.
    
    NetherlandsMexx Europe B.V.
    
    NetherlandsMexx Europe Holding B.V.
    
    NetherlandsMexx Europe International B.V.
    
    NetherlandsMexx Europroduction B.V.
    
    NetherlandsMexx Far East Limited
    
    Hong KongMexx France
    
    FranceMexx France International SAS
    
    FranceMexx Group B.V.
    
    NetherlandsMexx Hellas EPE
    
    GreeceMexx Holding GmbH
    
    GermanyMexx Holding International B.V.
    
    NetherlandsMexx Holding Netherland B.V.
    
    NetherlandsMexx Hungary Ltd.
    
    HungaryMonet International, Inc.
    
    DelawareMexx Ireland Ltd.
    
    IrelandMexx Italy S.r.l.
    
    ItalyMexx Lijnbaum Rotterdamn BV
    
    NetherlandsMexx Ltd.
    
    United KingdomMexx Luxembourg S.a.r.l.
    
    LuxembourgMexx Middle East Center FZE
    
    Dubai, UAEMexx Modehandels AG
    
    SwitzerlandMexx Modehandels GmbH
    
    GermanyMexx Nederland B.V.
    
    NetherlandsMexx Nederland Retail B.V.
    
    NetherlandsMexx Poland Sp. z.o.o.
    
    PolandMexx Portugal, Unnipessoal, LDA
    
    PortugalMexx Scandinavia AB
    
    SwedenMexx Scandinavia AS
    
    NorwayMexx Scandinavia Finland Oy
    
    FinlandMexx Southern Europe S.R.L.
    
    SpainMexx Sport Benelux B.V.
    
    NetherlandsMexx Switzerland GmbH
    
    SwitzerlandMonet Puerto Rico, Inc.
    
    DelawareNonee I, LLC (f/k/a Enyce LLC)
    
    DelawareNonee I Holding, LLC (f/k/a Enyce Holding, LLC)
    
    DelawareRetrain N.V.
    
    BelgiumSegrets, Inc.
    
    DelawareShenghui Fashion (Shenzhen) Company Limited
    
    ChinaSkylark Sport Marketing Corporation
    
    CaliforniaVerwaltungsgesellschaft Mexx Direct mbh
    
    GermanyWestcoast Contempo Fashions Limited
    
    CanadaWestcoast Contempo Promenade, Inc.
    
    WashingtonWestcoast Contempo Retail, Inc.
    
    WashingtonWestcoast Contempo USA, Inc.
    
    WashingtonYonfield Trading Limited
    
    Hong Kong
  33




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1.
    
    the Purchase Agreement;2.
    
    the Indenture;3.
    
    the Notes issued on the date of this letter;4.
    
    the Offering Memorandum regarding the Notes, dated June 17,
2009 (the Preliminary Memorandum)5.
    
    the Offering Memorandum regarding the Notes, dated June 18,
2009 (the Final Memorandum);
  34




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6.
    
    the information set forth in the pricing supplement to the
extent determined at [_____] on June 18, 2009;7.
    
    the Companys Rights Agreement, dated as of December 4, 1998
and amended on November 11, 2001 and December 19, 2008, between the Company and
The Bank of New York Mellon, as Rights Agent (as amended, the Rights
Agreement);8.
    
    the amendment to the Companys amended and restated credit
agreement dated as of January 12, 2009 and amended as of May 12, 2009 (the
Credit Agreement), dated June 15, 2009, among the Company, the guarantors
named therein and the lenders named therein (the Amendment); and9.
    
    those documents incorporated by reference into the Final
Memorandum as set forth on Schedule A.
     35




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36




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37




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38




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1.
    
    Annual Report on Form 10-K of Liz Claiborne, Inc. for the year ended January 3, 2009, as
filed with the SEC on March 4, 2009.
 2.
    
    Quarterly Report on Form 10-Q of Liz Claiborne, Inc. for the first quarter ended April 4,
2009, as filed with the SEC on May 13, 2009.
 3.
    
    Definitive Proxy Statement of Liz Claiborne, Inc. (only as to portions thereof that are
incorporated by reference into the Annual Report on Form 10-K), as filed with the SEC on April
3, 2009.
 4.
    
    Current Report on Form 8-K of Liz Claiborne, Inc. (except for information furnished under
Item 2.02, which is not incorporated by reference into the Final Memorandum), as filed with
the SEC on January 14, 2009.
 5.
    
    Current Report on Form 8-K of Liz Claiborne, Inc., as filed with the SEC on February 27,
2009.
 6.
    
    Current Report on Form 8-K of Liz Claiborne, Inc., as filed with the SEC on March 6, 2009.
 7.
    
    Current Report on Form 8-K of Liz Claiborne, Inc. (except for information furnished under
Item 2.02, which is not incorporated by reference into the Final Memorandum), as filed with
the SEC on May 13, 2009.
 8.
    
    Current Report on Form 8-K of Liz Claiborne, Inc., as filed with the SEC on May 28, 2009.
 9.
    
    Current Report on Form 8-K of Liz Claiborne, Inc., as filed with the SEC on June 17, 2009.
  39




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##### 



1
 1.
    
    Share Purchase Agreement, dated as of May 15, 2001, among Liz Claiborne, Inc., Liz
Claiborne 2 B.V., LCI Acquisition US, and the other parties signatory thereto (incorporated
herein by reference from Exhibit 2.1 to Registrants Current Report on Form 8-K dated May
23, 2001 and amended on July 20, 2001).
 2.
    
    Rights Agreement, dated as of December 4, 1998, between Registrant and First Chicago
Trust Company of New York (incorporated herein by reference from Exhibit 1 to Registrants
Form 8-A dated as of December 4, 1998).
 3.
    
    Amendment to the Rights Agreement, dated November 11, 2001, between Registrant and The
Bank of New York, appointing The Bank of New York as Rights Agent (incorporated herein by
reference from Exhibit 1 to Registrants Form 8-A12B/A dated as of January 30, 2002).
 4.
    
    Amendment to the Rights Agreement dated as of December 19, 2008, between the Company
and The Bank of New York, as Rights Agent (incorporated herein by reference from Exhibit
4.1 to Registrants Current Report on Form 8-K dated December 19, 2008).
 5.
    
    Lease, dated as of January 1, 1990 (the 1441 Lease), for premises located at 1441
Broadway, New York, New York between Registrant and Lechar Realty Corp. (incorporated
herein by reference from Exhibit 10(n) to Registrants Annual Report on Form 10-K for the
fiscal year ended December 29, 1990).
 6.
    
    First Amendment: Lease Extension and Modification Agreement, dated as of January 1,
1998, to the 1441 Lease (incorporated herein by reference from Exhibit 10(k) (i) to the
Registrants Annual Report on Form 10-K for the year ended January 1, 2000 [the 1999
Annual Report]).
 7.
    
    Second Amendment to Lease, dated as of September 19, 1998, to the 1441 Lease
(incorporated herein by reference from Exhibit 10(k) (ii) to the 1999 Annual Report).
 8.
    
    Third Amendment to Lease, dated as of September 24, 1999, to the 1441 Lease
(incorporated herein by reference from Exhibit 10(k) (iii) to the 1999 Annual Report).
 9.
    
    Fourth Amendment to Lease, effective as of July 1, 2000, to the 1441 Lease
(incorporated herein by reference from Exhibit 10(j)(iv) to the Registrants Annual Report on Form 10-K for the fiscal year ended December 28, 2002 [the 2002 Annual
Report]).
 
 1
    
    From an exhibit to the Companys most recent Annual
Report on Form 10-K, terms used and not defined in this Schedule B shall have
the meaning set forth in the Annual Report.  40




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10.
    
    Fifth Amendment to Lease (incorporated herein by reference from Schedule 10(b)(v) to
Registrants Annual Report on Form 10-K for the fiscal year ended January 3, 2004 [the
2003 Annual Report]).
 11.
    
    National Collective Bargaining Agreement, made and entered into as of June 1, 2006, by
and between Liz Claiborne, Inc. and UNITE HERE for the period June 1, 2006 through May 31,
2009 (incorporated herein by reference from Exhibit 10(c) to the Registrants Annual Report
on Form 10-K for the fiscal year ended December 30, 2006 [the 2006 Annual Report]).
 12.
    
    Description of Liz Claiborne, Inc. 2008 Salaried Employee Incentive Bonus Plan.
 13.
    
    The Liz Claiborne 401(k) Savings and Profit Sharing Plan, as amended and restated
(incorporated herein by reference from Exhibit 10(g) to Registrants 2002 Annual Report).
 14.
    
    First Amendment to the Liz Claiborne 401(k) Savings and Profit Sharing Plan
(incorporated herein by reference from Exhibit 10(e)(i) to the 2003 Annual Report).
 15.
    
    Second Amendment to the Liz Claiborne 401(k) Savings and Profit Sharing Plan
(incorporated herein by reference from Exhibit 10(e)(ii) to the 2003 Annual Report).
 16.
    
    Third Amendment to the Liz Claiborne 401(k) Savings and Profit Sharing Plan
(incorporated herein by reference from Exhibit 10(e)(iii) to the 2003 Annual Report).
 17.
    
    Trust Agreement (the 401(k) Trust Agreement) dated as of October 1, 2003 between Liz
Claiborne, Inc. and Fidelity Management Trust Company (incorporated herein by reference
from Exhibit 10(e)(iv) to the 2003 Annual Report).
 18.
    
    First Amendment to the 401(k) Trust Agreement (incorporated herein by reference from
Exhibit 10(e)(v) to Registrants Annual Report on Form 10-K for the fiscal year ended
January 1, 2005 (the 2004 Annual Report).
 19.
    
    Second Amendment to the 401(k) Trust Agreement (incorporated herein by reference from
Exhibit 10(e)(vi) to the 2004 Annual Report).
 20.
    
    Liz Claiborne, Inc. Amended and Restated Outside Directors 1991 Stock Ownership Plan
(the Outside Directors 1991 Plan) (incorporated herein by reference from Exhibit 10(m)
to Registrants Annual Report on Form 10-K for the fiscal year ended December 30, 1995 [the
1995 Annual Report]).
 21.
    
    Amendment to the Outside Directors 1991 Plan, effective as of December 18, 2003
(incorporated herein by reference from Exhibit 10(f)(i) to the 2003 Annual Report).
  41




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22.
    
    Form of Option Agreement under the Outside Directors 1991 Plan (incorporated herein by
reference from Exhibit 10(m)(i) to the Registrants Annual Report on Form 10-K for the
fiscal year ended December 28, 1996 [the 1996 Annual Report]).
 23.
    
    Liz Claiborne, Inc. Outside Directors Deferral Plan (incorporated herein by reference
from Exhibit 10(f)(iii) to Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2005 [the 2005 Annual Report]).
 24.
    
    Liz Claiborne, Inc. 1992 Stock Incentive Plan (the 1992 Plan) (incorporated herein by
reference from Exhibit 10(p) to Registrants Annual Report on Form 10-K for the fiscal year
ended December 28, 1991).
 25.
    
    Form of Restricted Career Share Agreement under the 1992 Plan (incorporated herein by
reference from Exhibit 10(a) to Registrants Quarterly Report on Form 10-Q for the period
ended September 30, 1995).
 26.
    
    Form of Restricted Transformation Share Agreement under the 1992 Plan (incorporated
herein by reference from Exhibit 10(s) to the Registrants Annual Report on Form 10-K for
the fiscal year ended January 3, 1998 [the 1997 Annual Report]).
 27.
    
    Liz Claiborne, Inc. 2000 Stock Incentive Plan (the 2000 Plan) (incorporated herein by
reference from Exhibit 4(e) to Registrants Form S-8 dated as of January 25, 2001).
 28.
    
    Amendment No. 1 to the 2000 Plan (incorporated herein by reference from Exhibit
10(h)(i) to the 2003 Annual Report).
 29.
    
    Form of Option Grant Certificate under the 2000 Plan (incorporated herein by reference
from Exhibit 10(z)(i) to the Registrants Annual Report on Form 10-K for the fiscal year
ended December 30, 2000 [the 2000 Annual Report]).
 30.
    
    Form of Executive Team Leadership Restricted Share Agreement under the Liz Claiborne,
Inc. 2000 Stock Incentive Plan (the 2000 Plan) (incorporated herein by reference from
Exhibit 10(a) to Registrants Quarterly Report on Form 10-Q for the period ended September
29, 2001 [the 3rd Quarter 2001 10-Q]).
 31.
    
    Form of Restricted Key Associates Performance Shares Agreement under the 2000 Plan
(incorporated herein by reference from Exhibit 10(b) to the 3rd Quarter 2001 10-Q).
 32.
    
    Form of 2006 Special Performance-Based Restricted Stock Confirmation under the 2000
Plan (incorporated herein by reference from Exhibit 10(h)(v) to the 2005 Annual Report).
  42




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33.
    
    Liz Claiborne, Inc. 2002 Stock Incentive Plan (the 2002 Plan) (incorporated herein by
reference from Exhibit 10(y)(i) to Registrants Quarterly Report on Form 10-Q for the
period ended June 29, 2002 [the 2nd Quarter 2002 10-Q]).
 34.
    
    Amendment No. 1 to the 2002 Plan (incorporated herein by reference from Exhibit
10(y)(iii) to the 2nd Quarter 2002 10-Q).
 35.
    
    Amendment No. 2 to the 2002 Plan (incorporated herein by reference from Exhibit
10(i)(ii) to the 2003 Annual Report).
 36.
    
    Amendment No. 3 to the 2002 Plan (incorporated herein by reference from Exhibit
10(i)(iii) to the 2003 Annual Report).
 37.
    
    Form of Option Grant Certificate under the 2002 Plan (incorporated herein by reference
from Exhibit 10(y)(ii) to the 2nd Quarter 2002 10-Q).
 38.
    
    Form of Restricted Share Agreement for Registrants Growth Shares program under the
2002 Plan (incorporated herein by reference from Exhibit 10(i)(v) to the 2003 Annual
Report).
 39.
    
    Description of Supplemental Life Insurance Plans (incorporated herein by reference from
Exhibit 10(q) to the 2000 Annual Report).
 40.
    
    Amended and Restated Liz Claiborne §162(m) Cash Bonus Plan (incorporated herein by
reference from Exhibit 10.1 to Registrants Quarterly Report on Form 10Q filed August 15,
2003).
 41.
    
    Liz Claiborne, Inc. Supplemental Executive Retirement Plan effective as of January 1,
2002, constituting an amendment, restatement and consolidation of the Liz Claiborne, Inc.
Supplemental Executive Retirement Plan and the Liz Claiborne, Inc. Bonus Deferral Plan
(incorporated herein by reference from Exhibit 10(t)(i) to Registrants Annual Report on
Form 10-K for the fiscal year ended December 29, 2001).
 42.
    
    Liz Claiborne, Inc. Supplemental Executive Retirement Plan effective as of January 1,
2005, including amendments through December 31, 2008 (incorporated herein as Exhibit 10.1
to Registrants Current Report on Form 8-K dated December 31, 2008).
 43.
    
    Trust Agreement dated as of January 1, 2002, between Liz Claiborne, Inc. and Wilmington
Trust Company (incorporated herein by reference from Exhibit 10(t)(i) to the 2002 Annual
Report).
 44.
    
    Five-Year Credit Agreement, dated as of October 13, 2004, (the Credit Agreement)
among Liz Claiborne, Inc., the Lenders party thereto, Bank of America, N.A., Citibank,
N.A., SunTrust Bank and Wachovia Bank, National Association, as Syndication Agents, and
JPMorgan Chase Bank, as Administrative Agent (incorporated herein by reference to Exhibit
10.1 to Registrants Current Report on Form 8-K dated October 13, 2004).
  43




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45.
    
    First Amendment and Waiver to the Credit Agreement, entered into by the Registrant on
February 29, 2008 (incorporated herein by reference to Exhibit 10.1 to Registrants Current
Report on Form 8-K dated March 6, 2008).
 46.
    
    Second Amendment to the Five-Year Credit Agreement on August 12, 2008, dated as of
October 13, 2004 (incorporated herein by reference to Exhibit 10.1 to Registrants
Quarterly Report on Form 10-Q for the period ended July 5, 2008).
 47.
    
    Amended and Restated Credit Agreement, dated January 12, 2009, among Liz Claiborne,
Inc., Mexx Europe B.V., and Liz Claiborne Canada Inc., as Borrowers, the several subsidiary
guarantors party thereto, the several lenders party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent and US Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as
Canadian Administrative Agent and Canadian Collateral Agent, J.P. Morgan Europe Limited, as
European Administrative Agent and European Collateral Agent, Bank of America, N.A. and
Suntrust Bank, as Syndication Agents, Wachovia Bank, National Association as Documentation
Agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead
Arrangers, and J.P. Morgan Securities Inc., Banc of America Securities LLC, and Wachovia
Capital Markets, LLC, as Joint Bookrunners (incorporated herein as Exhibit 10.1 to
Registrants Current Report on Form 8-K dated January 14, 2009).
 48.
    
    Liz Claiborne Inc. 2005 Stock Incentive Plan (incorporated herein by reference to
Exhibit 10.1(b) to the Registrants Report on Form 8-K dated May 26, 2005 [the May 26,
2005 Form 8-K]).
 49.
    
    Amendment No. 1 to the Liz Claiborne Inc. 2005 Stock incentive Plan (incorporated
herein by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K dated July
12, 2005).
 50.
    
    Form of Restricted Stock Grant Certificate (incorporated herein by reference to Exhibit
10(a) to Registrants Quarterly Report on Form 10-Q for the period ended April 2, 2005).
 51.
    
    Form of Option Grant Confirmation (incorporated herein by reference to Exhibit 99.2 to
the December 4, 2008 Form 8-K).
 52.
    
    Liz Claiborne, Inc. Section 162(m) Long Term Performance Plan (incorporated herein by
reference to Exhibit 10.1(a) to the May 26, 2005 Form 8-K).
 53.
    
    Form of Section 162(m) Long Term Performance Plan (incorporated herein by reference to
Exhibit 10 to Registrants Quarterly Report on Form 10-Q for the period ended October 1,
2005).
  44




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54.
    
    Form of Executive Severance Agreement (incorporated herein by reference from Exhibit
99.1 to Registrants Current Report on Form 8-K dated December 4, 2008).
 55.
    
    Employment Agreement, by and between Registrant and William L. McComb, dated October
13, 2006 (incorporated herein by reference from Exhibit 99.2 to Registrants Current Report
on Form 8-K dated October 18, 2006 [the October 18, 2006 Form 8-K]).
 56.
    
    Amended and Restated Employment Agreement, by and between Registrant and William L.
McComb, dated December 24, 2008 (incorporated herein by reference from Exhibit 10.1 to
Registrants Form 8-K dated December 24, 2008 [the December 24, 2008 Form 8-K]).
 57.
    
    Executive Terminations Benefits Agreement, by and between Registrant and William L.
McComb, dated as of October 13, 2006 (incorporated herein by reference from Exhibit 99.3 to
the October 18, 2006 Form 8-K).
 58.
    
    Amended and Restated Executive Termination Benefits Agreement, by and between
Registrant and William L. McComb, dated as of December 24, 2008 (incorporated herein by
reference from Exhibit 10.2 to the December 24, 2008 Form 8-K).
 59.
    
    Retirement and Consulting Agreement, by and between Registrant and Paul R. Charron,
dated as of October 13, 2006 (incorporated herein by reference from Exhibit 99.4 to the
October 18, 2006 Form 8-K).
  45




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46




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time
    47




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48




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49




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Time of Sale Information
   50




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PRICING SUPPLEMENT
 Liz Claiborne, Inc.
Offering of
 $75,000,000 aggregate principal amount of
6.00% Convertible Senior Notes due 2014
(the Convertible Senior Notes Offering)
 Issuer:
    
    Liz Claiborne, Inc., a Delaware corporation.Ticker / Exchange for Common Stock:
    
    LIZ / The New York Stock Exchange (NYSE).Trade Date:
    
    June 19, 2009.Settlement Date:
    
    June 24, 2009.Notes:
    
    6.00% Convertible Senior Notes due 2014 (the Notes)Aggregate Principal Amount Offered:
    
    $75 million aggregate principal amount of Notes (excluding the
initial purchasers option to purchase up to $15 million of
additional aggregate principal amount of Notes to cover
over-allotments, if any).Offering Price:
    
    100% of principal amount, plus accrued interest, if any, from the
IssuerMaturity:
    
    The Notes will mature on June 15, 2014, unless earlier converted
or repurchased.Annual Interest Rate:
    
    6.00% per annum.Interest Payment and Record Dates:
    
    Interest will accrue from June 24, 2009, and will be payable
semiannually in arrears on June 15 and December 15 of each year,
beginning on December 15, 2009, to the person in whose name a Note
is registered at the close of business on June 1 or December 1, as
the case may be, immediately preceding the relevant interest
payment date.NYSE Last Reported Sale Price on
June 18, 2009:
    
    $2.98 per share of the Issuers common stock.Conversion Premium:
    
    20% above the NYSE Last Reported Sale Price on June 18, 2009.Initial Conversion Price:
    
    Approximately $3.576 per share of the Issuers common stock.Initial Conversion Rate:
    
    279.6421 shares of the Issuers common stock per $1,000 principal
amount of Notes.Conversion Trigger Price:
    
    Approximately $4.30, which is 120% of the Initial Conversion Price.Repurchase at the Option of the
Holder upon a Fundamental Change:
    
    Upon a fundamental change as defined in the Issuers preliminary
offering memorandum dated June 18, 2009 (the Preliminary Offering
Memorandum), the holders may require the Issuer to repurchase for
cash all or a portion of their Notes at a repurchase price equal
to 100% of the principal amount of the Notes to be repurchased,
plusaccrued and unpaid interest, including additional interest,
to, but excluding, the fundamental change purchase date (as
defined in the Preliminary Offering Memorandum).
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Use of Proceeds:
    
    The Issuer estimates that the net proceeds from the Convertible
Senior Notes Offering will be approximately $72 million ($86.6
million if the initial purchasers exercise their option to
purchase additional Notes in full), after deducting fees and
estimated offering expenses. The Issuer intends to use the net
proceeds from the Convertible Senior Notes Offering (including
proceeds from the initial purchasers exercise of the
over-allotment option, if any) to temporarily pay down up to
approximately $86.6 million of outstanding borrowings under the
Issuers amended credit facility, the terms of which are described
under Description of other indebtedness in the Preliminary
Offering Memorandum.Conversion Rate Cap:
    
    Certain listing standards of NYSE limit the amount of shares of
common stock the Issuer may issue upon conversion of the Notes.
These standards generally require the Issuer to obtain the
approval of the Issuers stockholders before entering into certain
transactions that potentially result in the issuance of 20% or
more of the Issuers common stock outstanding at the time the
Notes are issued unless the Issuer obtains stockholder approval of
issuances in excess of such limitations. In accordance with these
listing standards, these restrictions will apply at any time when
the Notes are outstanding, regardless of whether the Issuer then
has a class of securities listed on NYSE. The initial number of
shares of common stock that would be required to be issued if all
Notes were converted and settled by delivering shares of common
stock exceeds 19.99% of the Issuers common stock outstanding
immediately before the issuance of the Notes. However, in no event
will the shares issuable upon conversion of the Notes exceed
19.99% of the Issuers common stock outstanding immediately before
the issuance of the Notes (which is equivalent to issuing upon
conversion approximately 253.4476 shares per $1,000 principal
amount of Notes (assuming no exercise by the initial purchasers of
their over-allotment option) or approximately 211.2064 shares per
$1,000 principal amount of Notes (assuming exercise in full by the
initial purchasers of their over-allotment option) (as applicable,
the Conversion Rate Cap)) and upon any conversion of the Notes,
in respect of the Issuers conversion obligation the Issuer will
deliver cash up to the par value of the Notes and cash, shares of
the Issuers common stock or any combination thereof, as the case
may be, for any amount thereafter (but with the maximum number of
shares required to be issued in connection with such conversion
being subject to the Conversion Rate Cap), unless at the time of
such conversion the Issuer has received stockholder approval to
issue a number of additional shares equal to at least the Maximum
Conversion Rate (as defined below) in effect at the time of any
such conversion with respect to each outstanding Note (in which
case, the Conversion Rate Cap shall be increased to such Maximum
Conversion Rate and the Issuer will be entitled to settle the
Issuers conversion obligation in any of the means described above
in Settlement upon conversion in the Preliminary Offering
Memorandum). We will not deliver any cash, securities or other
property or assets in lieu of any such shares of common stock
exceeding the Conversion Rate Cap.
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Joint Book-Running Managers:
    
    J.P. Morgan Securities Inc. (50%) and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (40%)Co-Managers:
    
    SunTrust Capital Markets, Inc. (10%)Listing:
    
    The Notes will not be listed on any securities exchange.CUSIP Number:
    
    539320 AA9ISIN Number:
    
    US539320AA99Adjustment to Shares Delivered
Upon Conversion Upon a Make-whole
Fundamental Change:
    
    The following table sets forth the number of additional shares to
be added to the conversion rate per $1,000 principal amount of
Notes in connection with a make-whole fundamental change as
defined in the Preliminary Offering Memorandum for each stock
price and effective date set forth below:
 Stock PriceEffective date
    
    $2.98
    
    
    $5.00
    
    
    $7.50
    
    
    $10.00
    
    
    $12.50
    
    
    $15.00
    
    
    $17.50
    
    
    $20.00
    
    
    $22.50
    
    
    $25.00
    
    
    $27.50
    
    
    $30.00
    
    
    $32.506/24/2009
    
    
    55.9283
    
    
    
    31.8073
    
    
    
    17.9332
    
    
    
    11.7018
    
    
    
    8.1605
    
    
    
    5.8944
    
    
    
    4.3403
    
    
    
    3.2261
    
    
    
    2.4032
    
    
    
    1.7829
    
    
    
    1.3087
    
    
    
    0.9432
    
    
    
    0.66006/15/2010
    
    
    55.9283
    
    
    
    28.3921
    
    
    
    15.6588
    
    
    
    10.2224
    
    
    
    7.1656
    
    
    
    5.2040
    
    
    
    3.8493
    
    
    
    2.8705
    
    
    
    2.1423
    
    
    
    1.5897
    
    
    
    1.1651
    
    
    
    0.8364
    
    
    
    0.58106/15/2011
    
    
    55.9283
    
    
    
    23.7415
    
    
    
    12.5654
    
    
    
    8.2057
    
    
    
    5.7994
    
    
    
    4.2492
    
    
    
    3.1674
    
    
    
    2.3763
    
    
    
    1.7807
    
    
    
    1.3238
    
    
    
    0.9694
    
    
    
    0.6929
    
    
    
    0.47666/15/2012
    
    
    55.9283
    
    
    
    17.2657
    
    
    
    8.4062
    
    
    
    5.5036
    
    
    
    3.9413
    
    
    
    2.9268
    
    
    
    2.2087
    
    
    
    1.6749
    
    
    
    1.2658
    
    
    
    0.9462
    
    
    
    0.6938
    
    
    
    0.4937
    
    
    
    0.33476/15/2013
    
    
    55.9283
    
    
    
    7.6539
    
    
    
    2.9876
    
    
    
    2.0010
    
    
    
    1.4565
    
    
    
    1.0950
    
    
    
    0.8369
    
    
    
    0.6433
    
    
    
    0.4927
    
    
    
    0.3723
    
    
    
    0.2738
    
    
    
    0.1916
    
    
    
    0.12216/15/2014
    
    
    55.9283
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
    
    
    
    0.0000
  
    
    If the stock price is between two stock prices in the table or the effective date is
between two effective dates in the table, the number of additional shares will be determined
by a straight-line interpolation between the number of additional shares set forth for the
higher and lower stock prices and the earlier and later effective dates, as applicable, based
on a 365-day year.
 
    
    If the stock price is greater than $32.50 per share (subject to adjustment in the same
manner as the stock prices set forth in the column headings of the table above), no additional
 shares will be added to the conversion rate.
 
    
    If the stock price is less than $2.98 per share (subject to adjustment in the same manner
as the stock prices set forth in the column headings of the table above), no additional shares
will be added to the conversion rate.
  
  You should rely on the information contained or incorporated by reference in the Preliminary
Offering Memorandum, as supplemented by this final pricing term sheet in making an investment
decision with respect to the Notes.
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This communication shall not constitute an offer to sell or the solicitation of an offer to buy
securities nor shall there be any sale of these securities in any state in which such solicitation
or sale would be unlawful prior to registration or qualification of these securities under the laws
of any such state.
 The Notes and the common stock issuable upon conversion of the Notes have not been registered under
the Securities Act of 1933, as amended (the Securities Act), or any other state securities laws.
Unless they are registered, the Notes and the common stock issuable upon conversion of the Notes
may be offered only in transactions exempt from or not subject to registration under the Securities
Act or any other state securities laws. Accordingly, the Notes are only being offered to
qualified institutional buyers (as defined in Rule 144A under the Securities Act).
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