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                               SALANT CORPORATION
                                 1996 STOCK PLAN

SECTION 1.  Establishment, Purpose, and Effective Date of Plan

                1.1 Establishment.  Salant Corporation,  a Delaware  corporation
(the "Company"),  hereby  establishes the "1996 STOCK PLAN" (the "Plan") for key
employees  and  directors.  The Plan permits the grant of Stock  Options,  Stock
Appreciation Rights and Restricted Stock.

                1.2 Purpose. The purpose of the Plan is to advance the interests
of the Company and its  Subsidiaries  and promote  continuity  of  management by
encouraging  and providing key employees and directors  with the  opportunity to
acquire an equity  interest in the Company and to participate in the increase in
shareholder  value as  reflected in the growth in the price of the shares of the
Company's  Stock and by enabling  the Company to attract and retain the services
of key  employees and  directors  upon whose  judgment,  interest,  skills,  and
special effort the successful conduct of its operations is largely dependent.

                1.3      Effective Date.  The Plan shall become effective on 
May 15, 1996.

SECTION 2.  Definitions; Construction

                2.1      Definitions.  Whenever used herein, the following 
terms shall have their respective
meanings set forth below:

                         (a)      "Act" means the Securities Exchange Act of
                                  1934, as amended.

                         (b)      "Board" means the Board of Directors of the
                                  Company.

                         (c) A "Change in Control"  means a change in control of
                a nature  that would be  required  to be reported in response to
                Item 6(e) of Schedule 14A of Regulation  14A  promulgated  under
                the Act, as amended;  provided that, without limitation,  such a
                change  in  control  shall be deemed  to have  occurred  (i) if,
                during any period of two consecutive  years,  individuals who at
                the  beginning  of  such  period   constitute   the  Board  (the
                "Continuing  Directors")  cease for any reason to  constitute at
                least two-thirds thereof,  unless the election or nomination for
                election by the Company's  stockholders of each new director was
                approved by a vote of at least  two-thirds of the directors then
                in office  who were  then  Continuing  Directors,  (ii) when the
                Company  acquires actual knowledge that any person (as such term
                is used in Sections  13(d) and  14(d)(2) of the Act) (other than
                an employee  benefit plan of the Company or any  Subsidiary,  or
                trustee thereof, acting on behalf of such plan) is or has become
                the  beneficial  owner (as such term is  defined  in Rule  13d-3
                promulgated under the Act) directly or indirectly, of securities
                of the  Company  representing  25% or  more  of the  outstanding
                shares of the Company's capital stock entitled to vote generally
                in the election of directors,  (iii) upon any purchase  pursuant
                to a tender or  exchange  offer,  which  purchase  results  in a
                person (as such term is used in Sections  13(d) and  14(d)(2) of
                the Act) (other than an employee  benefit plan of the Company or
                any  Subsidiary,  or trustee  thereof,  acting on behalf of such
                plan) beneficially owning,  directly or indirectly,  25% or more
                of  the  outstanding  shares  of  the  Company's  capital  stock
                entitled to vote  generally in the election of  directors,  (iv)
                upon the approval by the Company's  stockholders of (A) a merger
                or consolidation of the Company with or into another corporation
                (other  than a merger or  consolidation  in which the Company is
                the  surviving  corporation  and  which  does not  result in any
                reclassification   or   reorganization  of  the  Company's  then
                outstanding  shares of common stock),  (B) a sale or disposition
                of all or  substantially  all of the  Company's  assets or (C) a
                plan of liquidation  or  dissolution  of the Company;  provided,
                however,  that  the  acquisition  of  Stock  by  Apollo  Apparel
                Partners,  Inc. shall not constitute a "Change of Control" under
                this Plan.

                         (d)   "Cause"  -  mean  an  Eligible   Employee's   (i)
                commission of an act of fraud or  intentional  misrepresentation
                or an act of  embezzlement,  misappropriation  or  conversion of
                assets or opportunities  of the Company or any Subsidiary,  (ii)
                intentional failure to perform reasonably assigned duties, (iii)
                dishonesty or willful  misconduct in the  performance of duties,
                (iv)  involvement  in  a  transaction  in  connection  with  the
                performance of duties to the Company or any of its  Subsidiaries
                thereof  which  transaction  is adverse to the  interests of the
                Company or any of its  Subsidiaries  and which is engaged in for
                personal  profit or (v) willful  violation  of any law,  rule or
                regulation in connection  with the  performance of duties (other
                than traffic violations or similar offenses).

                         (e) "Change in  Capitalization"  means any  increase or
                reduction  in the  number  of shares  of  Stock,  or any  change
                (including, but not limited to, a change in value) in the shares
                of Stock or exchange  of shares of Stock for a different  number
                or kind of  shares or other  securities  of the  Company  or any
                other   corporation   or   other   entity,   by   reason   of  a
                reclassification,   recapitalization,   merger,   consolidation,
                reorganization,  spin-off,  split-up,  issuance  of  warrants or
                rights or  debentures,  stock  dividend,  stock split or reverse
                stock  split,   extraordinary   dividend,   property   dividend,
                combination or exchange of shares or otherwise.

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

                         (g)   "Committee"   means  a  committee  of  the  Board
                designated to administer  the Plan which shall consist of two or
                more members of the Board each of whom is "disinterested" within
                the meaning of Rule 16b-3 under the Act and an Outside Director.

                         (h)      "Company" means Salant Corporation,
                                   a Delaware corporation.

                         (i)      "Director Option" means an Option granted to
                                   a Nonemployee Director pursuant to Section 6.

                         (j) "Disability" shall have the meaning assigned to the
                terms  "total  disability"  or "totally  disabled" in the Salant
                Corporation long-term disability program for salaried employees,
                provided  the  Participant  remains  totally  disabled  for  six
                consecutive  months;  or, if the  Company  does not  maintain  a
                long-term   disability  program,  an  individual  shall  have  a
                "Disability"  if he is  unable  to  engage  in  any  substantial
                activity by reason of any  medically  determinable,  physical or
                mental  impairment  that can be  expected  to result in death or
                which has  lasted or can be  expected  to last for a  continuous
                period of not less than 12 months.

                         (k)      "Eligible Employee" means any person
                designated by the Committee as eligible to
                participate in the Plan pursuant to Section 3.1.

                         (l)      "Employee Option" means an Option granted to
                an Eligible Employee pursuant to Section 7.

                         (m) "Fair  Market  Value"  means the mean  between  the
                highest  and  lowest  sale  price of the  Stock  for the date in
                question, as published in The Wall Street Journal for such date,
                or, if no sale prices are quoted in The Wall Street  Journal for
                such  date,  for the next  preceding  date for  which  such sale
                prices are quoted.

                         (n)      "Nonemployee Director" means a director of
                the Company who is not otherwise an
                employee or consultant of the Company or any Subsidiary.

                         (o)  "Option"  means the right to  purchase  Stock at a
                stated price for a specified period of time. For purposes of the
                Plan an Option may be either  (i) an  "incentive  stock  option"
                within  the  meaning  of  Section  422 of  the  Code  or  (ii) a
                "nonstatutory stock option."

                         (p)      "Option Price"  means the price at which an 
                Option states Stock may be purchased.

                         (q)      "Optionee" means a person to whom an Option
               has been granted under the Plan.

                         (r) "Outside  Director" means a member of the Board who
                is an "outside director" within the meaning of Section 162(m) of
                the Code and the regulations promulgated thereunder.

                         (s)   "Participant"   means  an  Eligible  Employee  or
                Nonemployee  Director  who has been  granted and, at the time of
                reference, holds an Option or share of Restricted Stock.

                         (t)  "Period of  Restriction"  means the period  during
                which the transfer of shares of  Restricted  Stock is restricted
                pursuant to Section 10 of the Plan.

                         (u)      "Restricted Stock" means Stock granted to an
                Eligible Employee pursuant to
                Section 10 of the Plan.

                         (v)  "Retirement"  shall have the  meaning  assigned to
                such term in the Salant Corporation  Retirement Plan, or if such
                plan is not in effect,  such term shall mean the  termination of
                employment  with the Company by reason of the  attainment of the
                age which the Company,  by policy or otherwise,  has established
                as the age at which salaried  employees may or shall be required
                to terminate their employment and receive retirement benefits.

                         (w)     "Stock" means the Common Stock of the Company,
                par value of $1.00 per share.

                         (x)  "Stock  Appreciation  Right"  means  the  right to
                receive the increase in the value of Stock  subject to an Option
                in lieu of purchasing such Stock.

                         (y)      "Subsidiary" means any present or future
                subsidiary of the Company, as defined
                in Section 424(f) of the Code.

                2.2      Number.  Except when otherwise indicated by the
                context, the singular shall include the
                plural, and the plural shall include the singular.


SECTION 3.  Eligibility and Participation

                3.1 Eligibility  and  Participation.  Eligible  Employees in the
Plan shall be selected by the Committee  from among those officers and other key
employees  of the  Company  and its  Subsidiaries  who,  in the  opinion  of the
Committee, are in a position to contribute materially to the Company's continued
growth and development and to its long-term  financial success.  All Nonemployee
Directors shall participate in the Plan in accordance with Section 6.

SECTION 4.  Stock Subject to Plan

                4.1  Number.  The total  number of  shares of Stock  subject  to
issuance  under the Plan may not exceed  600,000;  provided,  however,  that the
maximum number of shares of Stock subject to an Option (whether or not connected
with Stock Appreciation  Rights) granted to any Eligible Employee may not exceed
150,000.  The total number of shares of Stock that may be awarded under the Plan
and the  maximum  number of shares of Stock that may be awarded to any  Eligible
Employee  are  subject  to  adjustment  upon  occurrence  of any  of the  events
indicated  in  Subsection  4.4.  The shares to be  delivered  under the Plan may
consist,  in whole or in part,  of  authorized  but  unissued  Stock or treasury
Stock, not reserved for any other purpose.

                4.2 Unused Stock; Unexercised Rights. In the event any shares of
Stock are subject to an Option,  which for any reason,  expires or is terminated
unexercised as to such shares,  or any shares of Stock,  subject to a Restricted
Stock  grant made  under the Plan are  reacquired  by the  Company  pursuant  to
Section 10 of the Plan,  such shares again shall become  available  for issuance
under the Plan.

                4.3  Exercise  of Stock  Appreciation  Right.  Whenever  a Stock
Appreciation  Right  is  exercised  and  payment  of the  amount  determined  in
Subsection  9.1(b) is made in cash, the shares of Common Stock  allocable to the
portion of the Option surrendered may again be the subject of Options and Awards
hereunder.  Whenever a Stock  Appreciation Right is exercised and payment of the
amount  determined  in Subsection  9.1(b) is made in shares of Common Stock,  no
shares of Common  Stock with  respect to which the Stock  Appreciation  Right is
exercised may again be the subject of Options and Awards hereunder.

                4.4      Adjustment in Capitalization.

                         (a) In the  event of a Change  in  Capitalization,  the
                Committee   shall   conclusively   determine   the   appropriate
                adjustments,  if any,  to the (i)  maximum  number  and class of
                shares  of Stock  or  other  securities  with  respect  to which
                Options or Restricted  Stock may be granted under the Plan or to
                any individual,  (ii) the number and class of shares of Stock or
                other  securities which are subject to Director Options issuable
                under  Section  6; and (iii) the  number  and class of shares of
                Stock or other  securities  which  are  subject  to  outstanding
                Options or Awards granted under the Plan, and the purchase price
                therefor, if applicable.

                         (b) Any such adjustment in the shares of Stock or other
                securities  subject  to  outstanding   incentive  stock  options
                (including any  adjustments in the purchase price) shall be made
                in such manner as not to constitute a modification as defined by
                Section  424(h)(3) of the Code and only to the extent  otherwise
                permitted by Sections 422 and 424 of the Code.

                         (c) Any  stock  adjustment  in the  shares  of Stock or
                other  securities   subject  to  outstanding   Director  Options
                (including any  adjustments in the purchase price) shall be made
                only to the extent necessary to preserve, without exceeding, the
                value of such Director Option.

                         (d) If,  by reason  of a Change  in  Capitalization,  a
                grantee of Restricted Stock shall be entitled to, or an Optionee
                shall be entitled  to  exercise an Option or Stock  Appreciation
                Rights with respect to, new,  additional or different  shares of
                stock or securities,  such new,  additional or different  shares
                shall   thereupon   be  subject   to  all  of  the   conditions,
                restrictions  and performance  criteria which were applicable to
                the Restricted  Stock, or shares of Stock or Stock  Appreciation
                Rights subject to the Option,  as the case may be, prior to such
                Change in Capitalization.

SECTION 5.  Duration of Plan

                5.1 Duration of Plan.  The Plan shall remain in effect,  subject
to the Board's right to earlier  terminate the Plan pursuant to Subsection  13.3
hereof,  until all Stock  subject to it shall have been  purchased  or  acquired
pursuant to the provisions hereof.  Notwithstanding the foregoing,  no Option or
Restricted Stock may be granted under the Plan on or after May 14, 2006.

SECTION 6.  Option Grants for Nonemployee Directors.

                6.1      Grant.

                         (a)      Initial Grant.  An initial grant of Director
                Options shall be made to each
                Nonemployee Director upon the date the individual becomes
                a Nonemployee Director (an "Initial
                Grant").

                         (b) Annual Grant.  Director Options shall be granted in
                each year  that the Plan is in  effect  to (i) each  Nonemployee
                Director who  participated in the Salant  Corporation 1993 Stock
                Plan (the "1993 Stock  Plan") on each  anniversary  (or the next
                business day if such  anniversary  is not a business day) of the
                "First  Initial Grant Date," as that term is defined in the 1993
                Stock  Plan,  and (ii) each other  Nonemployee  Director on each
                anniversary (or the next business day if such anniversary is not
                a business day) of his Initial  Grant (each an "Annual  Grant");
                provided,  however,  that no  Annual  Grant  shall  be made to a
                Nonemployee  Director  unless such person has been a director of
                the Company for at least six months prior to the date of grant.

                6.2 Option Agreement. Each Director Option shall be evidenced by
an Option  Agreement  that shall reflect the Option  Price,  the duration of the
Option,  the  number of shares of Stock to which  the  Option  pertains,  all as
specified  in  this  Section  6,  and  such  other  terms  and   conditions  not
inconsistent  with the  provisions  of this  Plan as  determined  by the  Board;
provided  that  such  terms  shall not vary the  timing  of  awards of  Director
Options,  including  provisions  dealing with forfeitures or termination of such
Director Options.
Director Options shall be nonstatutory stock options.

                6.3 Number of Shares.  Each Initial Grant shall be in respect of
a  number  of  shares   of  Stock   equal  to  1,000  (in  each  case   adjusted
proportionately pursuant to Section 4.4), less any shares of Stock being made as
an "Initial Grant" at the same time pursuant to Section 6.1(a) of the 1993 Stock
Plan,  and each Annual  Grant shall be in respect of a number of shares of Stock
equal to 300 (in each case  adjusted  proportionately  pursuant to Section 4.4),
less any  shares  of Stock  being  made as an  "Annual  Grant"  at the same time
pursuant to section 6.1(b) of the 1993 Stock Plan.

                6.4 Option  Price.  The Option  Price for shares of Stock  under
each Director  Option shall be equal to 100% of the Fair Market Value of a share
of Stock on the date the Director Option is granted.

                6.5      Duration of Director Options.  Director Options shall
               be for a term of ten years.

                6.6      Vesting.  Director Options shall be exercisable
 in whole or in part at any time from the
date of grant thereof.

                6.7  Amendments.  Notwithstanding  anything  in this Plan to the
contrary,  neither the  provisions in this Section 6 nor any other  provision of
the Plan to the extent it relates to Director  Options may be amended  more than
once  every six  months,  other than to comport  with  changes in the Code,  the
Employee  Retirement  Income Security Act of 1974, as amended,  or the rules and
regulations  thereunder,  if such  an  amendment  would  cause  any  Nonemployee
Director to be other than a  "disinterested"  person  within the meaning of Rule
16b-3 under the Act or would cause the  provisions  of the Plan  relating to the
granting of Director  Options to fail to qualify under Rule  16b-3(c)(2)(ii)  of
the Act.

SECTION 7.  Option Grants for Eligible Employees

                7.1 Grant of  Employee  Options.  Subject to the  provisions  of
Sections 4 and 5, Employee  Options may be granted to Eligible  Employees at any
time  and  from  time to time as  shall  be  determined  by the  Committee.  The
Committee  shall  have  complete  discretion  in  determining  whether  to grant
Employee  Options and,  subject to Section 4.1, the number of Options granted to
each Eligible  Employee.  The Committee also shall determine whether an Employee
Option is to be an incentive  stock option  within the meaning of Section 422 of
the Code or a nonstatutory  stock option.  Nothing in this Section 7 of the Plan
shall be deemed to prevent the grant of nonstatutory  stock options in excess of
the maximum established by Section 422 of the Code.

                7.2 Option Agreement. Each Employee Option shall be evidenced by
an Option  Agreement that shall specify the type of Option  granted,  the Option
Price,  the  duration of the Option,  the number of shares of Stock to which the
Option pertains and such other provisions as the Committee shall determine.

                7.3 Option  Price.  The Option  Price for each  Employee  Option
shall be determined by, or in the manner specified by, the Committee;  provided,
that no incentive stock option granted pursuant to the Plan shall have an Option
Price  that is less  than the  Fair  Market  Value of the  Stock on the date the
Option is granted  (110% of Fair Market Value in the case of an incentive  stock
option  granted to any person  who owns  stock  possessing  more than 10% of the
total  combined  voting  power of all  classes  of stock of the  Company  or any
Subsidiary (a "Ten Percent Stockholder")).

                7.4 Duration of Employee  Options.  Each  Employee  Option shall
expire at such time as the Committee  shall determine at the time it is granted;
provided,  however,  that no Employee Option shall be exercisable later than the
tenth  anniversary  date of its grant (the fifth  anniversary  in the case of an
incentive stock option granted to a Ten Percent Stockholder).

                7.5 Exercise of Employee Options. Employee Options granted under
the Plan shall be exercisable at such times and be subject to such  restrictions
and conditions as the Committee shall in each instance  approve,  which need not
be the same for all Eligible Employees.

SECTION 8.  Terms and Conditions Applicable to All Options.

                8.1 Exercise.  Options shall be exercised by an Optionee only by
a written notice  delivered in person or by mail to the Secretary of the Company
at the Company's principal executive office,  specifying the number of shares of
Stock with respect to which the Option is being  exercised.  If requested by the
Committee,  the Optionee shall deliver the agreement evidencing the Option being
exercised to the Secretary of the Company who shall  endorse  thereon a notation
of such exercise and return such agreement to the Optionee. In addition, Options
may be exercised  through a registered  broker-dealer  pursuant to such cashless
exercise  procedures  as  are,  from  time to  time,  deemed  acceptable  by the
Committee.

                8.2 Payment.  The Option price upon exercise of any Option shall
be payable to the Company in full either (i) in cash or its equivalent,  or (ii)
in the case of Employee Options, at the discretion of the Committee,  and in the
case of Director  Options,  in all instances,  by tendering shares of previously
acquired  Stock having a Fair Market Value at the time of exercise  equal to the
total Option Price or (iii) by a combination  of (i) and (ii). The proceeds from
such a payment  shall be added to the general  funds of the Company and shall be
used for general corporate purposes.

                8.3  Restrictions  on Stock  Transferability.  The Committee may
impose  such  restrictions  on any  shares  of Stock  acquired  pursuant  to the
exercise  of an  Option  under  the  Plan as it may deem  advisable,  including,
without limitation,  restrictions under applicable Federal securities law, under
the  requirements of any stock exchange upon which such shares of Stock are then
listed  and  under  any blue sky or state  securities  laws  applicable  to such
shares.

                8.4 Termination of Employment Due to Death or Disability. In the
event  the  employment  of the  Optionee  is  terminated  by  reason of death or
Disability,  the Committee may provide in the Option Agreement, and in the event
the service as a  Nonemployee  Director is  terminated  by reason of death,  the
Option  Agreement  shall provide,  that any  outstanding  Options granted to the
Optionee  shall become  immediately  exercisable  and shall  thereafter be fully
exercisable  at any time prior to the  expiration  date of the Options or within
twelve  months after the date of death or  Disability,  whichever  period is the
shorter.  In the event the  employment  of an  Optionee  who is an  Employee  is
terminated  by  reason  of death or  Disability  and the  Committee  has made no
special provision in the Option Agreement, the rights under any then outstanding
Option  granted to the  Optionee  pursuant to the Plan shall,  to the extent not
then  exercisable,  terminate  immediately and, to the extent then  exercisable,
terminate upon the  expiration  date of the Option or sixty days after such date
of termination of employment, whichever first occurs.

                8.5  Termination of Employment  Due to Retirement.  In the event
the employment of the Optionee is terminated by reason of Retirement, the rights
under any then outstanding  Employee Option granted to the Optionee  pursuant to
the Plan shall, to the extent not then exercisable,  terminate  immediately and,
to the extent then exercisable, terminate upon the expiration date of the Option
or three months after such date of termination of  employment,  whichever  first
occurs,  subject to such exceptions  applicable only to Employee  Options (which
shall be set forth in the Option  Agreement) as the  Committee  may, in its sole
discretion, approve.

                8.6 Termination of Employment  Other than for Death,  Disability
or Retirement.  If the employment of the Optionee shall terminate for any reason
other than death,  Disability  or  Retirement  or, in the event the service of a
Nonemployee  Director is terminated for any reason other than death,  the rights
under any then outstanding  Option granted to the Optionee  pursuant to the Plan
shall, to the extent not then  exercisable,  terminate  immediately  and, to the
extent then  exercisable,  terminate upon the  expiration  date of the Option or
sixty days after such date of  termination  of employment or service,  whichever
first occurs,  subject to such exceptions  applicable  only to Employee  Options
(which shall be set forth in the Option  Agreement) as the Committee may, in its
sole discretion,  approve.  Notwithstanding the foregoing,  if the employment of
the Optionee is terminated by the Company for Cause, any then outstanding Option
granted  pursuant to the Plan to the Optionee shall terminate  immediately  upon
the termination of employment;  provided, that the Committee may with respect to
Employee  Options,  in its sole  discretion,  waive,  in  whole or in part,  the
automatic  forfeiture of such Employee  Options and may set forth such waiver or
condition in the Option Agreement or at any other time,  including following the
termination of employment.

                8.7  Nontransferability and Exercisability of Options. No Option
granted under the Plan may be sold, transferred,  pledged, assigned or otherwise
alienated or hypothecated,  otherwise than by will or by the laws of descent and
distribution.  Further,  all Options granted to an Optionee under the Plan shall
be exercisable  during his lifetime only by such Optionee.  Notwithstanding  any
provision of the Plan to the contrary,  no Option shall be exercisable  prior to
the time a registration  statement under the Securities Act of 1933 is effective
with respect to the shares of Stock issuable upon the exercise of such Option.

                8.8  Modification.  Subject  to  the  terms  of  the  Plan,  the
Committee may modify outstanding  Options or accept the surrender of outstanding
Options (to the extent not exercised) and grant new Options in substitution  for
them.  Notwithstanding  the  foregoing,  no  modification  of  an  Option  shall
adversely alter or impair any rights or obligations under the agreement granting
such Option without the Optionee's consent.

SECTION 9.  Stock Appreciation Rights.

                9.1  Stock  Appreciation  Rights.  The  Committee  may,  in  its
discretion,  in connection  with the grant of an Employee  Option,  grant to the
Optionee Stock  Appreciation  Rights, the terms and conditions of which shall be
set forth in an  Agreement.  A Stock  Appreciation  Right  shall  cover the same
shares of Stock  covered by the Option (or such lesser number of shares of Stock
as the Committee may determine) and shall, except as provided in this Section 9,
be  subject  to the same  terms and  conditions  as the  related  Option.  Stock
Appreciation Rights shall be subject to the following terms and provisions:
                         (a)      A Stock Appreciation Right may be granted:

                  (i) either at the time of grant, or at any time thereafter
                      during the term of 
                     the Option if related to a nonstatutory stock option; or

                 (ii) only at the time of grant if related to an
                     incentive stock option.

                         (b) A Stock  Appreciation Right will entitle the holder
                of the related Option,  upon exercise of the Stock  Appreciation
                Right,  to surrender such Option,  or any portion thereof to the
                extent  unexercised,   and  to  receive  payment  of  an  amount
                determined  by  multiplying  (i) the  excess of the Fair  Market
                Value of a share of Stock on the date of  exercise of such Stock
                Appreciation  Right over the purchase  price of a share of Stock
                under the  related  Option,  by (ii) the  number of shares as to
                which  such  Stock   Appreciation   Right  has  been  exercised.
                Notwithstanding  the  foregoing,  the Committee may limit in any
                manner the amount payable with respect to any Stock Appreciation
                Right by including such a limit in the agreement  evidencing the
                Stock Appreciation Right at the time it is granted.

                         (c) A Stock  Appreciation  Right will be exercisable at
                such time or times and only to the extent that a related  Option
                is  exercisable,  and will  not be  transferable  except  to the
                extent that such  related  Option may be  transferable.  A Stock
                Appreciation Right granted in connection with an incentive stock
                option shall be  exercisable  only if the Fair Market Value of a
                share  of Stock on the date of  exercise  exceeds  the  purchase
                price of a share of Stock specified in the related Option.
                          (d) Upon the exercise of a Stock  Appreciation  Right,
                the related Option shall be canceled to the extent of the number
                of shares of Stock as to which the Stock  Appreciation  Right is
                exercised,  and  upon  the  exercise  of an  Option  granted  in
                connection   with  a  Stock   Appreciation   Right,   the  Stock
                Appreciation Right shall be canceled to the extent of the number
                of  shares  of Stock as to which  the  Option  is  exercised  or
                surrendered.

                         (e) Stock Appreciation  Rights shall be exercised by an
                Optionee only by a written notice delivered in person or by mail
                to the  Secretary  of the  Company  at the  Company's  principal
                executive office,  specifying the number of shares of Stock with
                respect  to  which  the  Stock   Appreciation   Right  is  being
                exercised.  If requested by the  Committee,  the Optionee  shall
                deliver the agreement  evidencing the Stock  Appreciation  Right
                being exercised and the agreement  evidencing any related Option
                to the  Secretary  of the  Company who shall  endorse  thereon a
                notation  of such  exercise  and return  such  agreement  to the
                Optionee.

                         (f) Payment of the amount  determined  under Subsection
                (b) may be made in the  discretion of the  Committee,  solely in
                whole  shares  of  Stock in a number  determined  at their  Fair
                Market Value on the date  preceding  the date of exercise of the
                Stock Appreciation Right, or solely in cash, or in a combination
                of cash and Stock. If the Committee decides to make full payment
                in Stock and the amount payable  results in a fractional  share,
                payment  for  the  fractional   share  will  be  made  in  cash.
                Notwithstanding  the  foregoing,  no payment in the form of cash
                may be made  upon the  exercise  of a Stock  Appreciation  Right
                pursuant to Subsection  (b) to an individual  who may be subject
                to liability under Section 16(b) of the Exchange Act, unless the
                exercise  of such Stock  Appreciation  Right is made  during the
                period  beginning  on the third  business  day and ending on the
                twelfth   business  day   following  the  date  of  release  for
                publication of the Company's  quarterly or annual  statements of
                sales and earnings.

                         (g)      No Stock Appreciation Right may be exercised
                                  before the date six months after
                                  the date it is granted.

                         (h) Subject to the terms of the Plan, the Committee may
                modify outstanding awards of Stock Appreciation Rights or accept
                the surrender of outstanding awards of Stock Appreciation Rights
                (to  the  extent  not   exercised)   and  grant  new  awards  in
                substitution  for  them.   Notwithstanding  the  foregoing,   no
                modification  of an  award of Stock  Appreciation  Rights  shall
                adversely  alter or impair any rights or  obligations  under the
                agreement  granting such Stock  Appreciation  Rights without the
                Optionee's consent.

SECTION 10.  Restricted Stock

                10.1 Grant of  Restricted  Stock.  Subject to the  provisions of
Sections 4 and 5, the  Committee,  at any time and from time to time,  may grant
shares of Restricted Stock under the Plan to such Eligible Employees and in such
amounts as it shall determine in its sole  discretion.  Each grant of Restricted
Stock shall be in writing.

                10.2 Transferability. Except as provided in this Section 10, the
shares of  Restricted  Stock  granted  hereunder  may not be sold,  transferred,
pledged, assigned or otherwise alienated or hypothecated for such period of time
as shall be determined by the Committee and shall be specified in the Restricted
Stock grant, or upon earlier  satisfaction  of other  conditions as specified by
the  Committee  in its sole  discretion  and set forth in the  Restricted  Stock
grant;  provided  that  Restricted  Stock  granted to an  individual  who may be
subject to liability under Section 16(b) of the Exchange Act may not be sold for
at least six months after the date of grant.

                10.3 Other  Restrictions.  The  Committee  may impose such other
restrictions on any shares of Restricted Stock granted to any Eligible  Employee
pursuant to the Plan as it may deem  advisable  including,  without  limitation,
restrictions  under applicable  federal or state securities laws, and may legend
the certificates  representing  Restricted  Stock to give appropriate  notice of
such restrictions.

                10.4  Certificate  Legend.  In addition to any legends placed on
certificates  pursuant to Subsection 10.3 hereof, each certificate  representing
shares of Restricted Stock granted pursuant to the Plan shall bear the following
legend:

                         "The  sale or other  transfer  of the  shares  of stock
                represented by this certificate,  whether voluntary, involuntary
                or by  operation of law, is subject to certain  restrictions  on
                transfer  set forth in Salant  Corporation's  1996  Stock  Plan,
                rules of  administration  adopted  pursuant  to such  Plan and a
                Restricted  Stock grant  dated . A copy of the Plan,  such rules
                and  such  Restricted  Stock  grant  may be  obtained  from  the
                Secretary of Salant Corporation."

                10.5 Removal of  Restrictions.  Except as otherwise  provided in
this Section 10, shares of Restricted  Stock  covered by each  Restricted  Stock
grant made under the Plan  shall  become  freely  transferable  by the  Eligible
Employee  after the last day of the Period of  Restriction.  Once the shares are
released from the restrictions,  the Eligible Employee shall be entitled to have
the legend required by Subsection 10.4 removed from his Stock certificate.

                10.6     Voting Rights.  During the Period of Restriction,
Eligible Employees holding shares of
Restricted Stock granted hereunder may exercise full voting rights with
respect to those shares.

                10.7  Dividends  and Other  Distributions.  During the Period of
Restriction,  Eligible  Employees  holding  shares of  Restricted  Stock granted
hereunder  shall be entitled to receive all  dividends  and other  distributions
paid with respect to those shares while they are so held. If any such  dividends
or distributions are paid in shares of Stock, the shares shall be subject to the
same  restrictions  on  transferability  as the shares of Restricted  Stock with
respect to which they were paid.

SECTION 11.  Beneficiary Designation.

                11.1  Beneficiary  Designation.  Subject to Sections 8.7, 9.1(c)
and 10.2,  each  Participant  under the Plan  may,  from time to time,  name any
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of the Participant's death
before he or she  receives any or all of such  benefit.  Each  designation  will
revoke  all  prior  designations  by the  same  Participant,  shall be in a form
prescribed  by the  Committee  and  will be  effective  only  when  filed by the
Participant   in  writing  with  the  Committee   during  the  lifetime  of  the
Participant.  In the absence of any such designation,  benefits remaining unpaid
at the Participant's death shall be paid to the estate of the Participant.

SECTION 12.  Rights of Employees and Directors

                12.1  Employment.  Nothing in the Plan shall  interfere  with or
limit  in any way the  right  of the  Company  to  terminate  any  Participant's
employment or service at any time nor confer upon any  Participant  any right to
continue in the employ or service of the Company.

                12.2  Participation.  No  employee  shall  have  a  right  to be
selected as an Eligible  Employee or,  having been so  selected,  to be selected
again as an Optionee or recipient of Restricted  Stock.  The preceding  sentence
shall not be construed or applied so as to deny an employee any participation in
the Plan solely on the basis that the employee was a  Participant  in connection
with a prior grant of benefits under the Plan.

SECTION 13.  Administration; Powers and Duties of the Committee

                13.1 Administration.  The Committee shall be responsible for the
administration  of the Plan.  The  Committee,  by majority  action  thereof,  is
authorized to interpret the Plan,  to  prescribe,  amend,  and rescind rules and
regulations  relating to the Plan,  to provide  for  conditions  and  assurances
deemed  necessary or advisable to protect the  interests of the Company,  and to
make all other  determinations  necessary or advisable for the administration of
the Plan,  but only to the extent not contrary to the express  provisions of the
Plan.  Determinations,  interpretations,  or other  actions made or taken by the
Committee  pursuant to the provisions of the Plan shall be final and binding and
conclusive  for all purposes and upon all persons  whomsoever.  No member of the
Committee  shall  be  personally   liable  for  any  action,   determination  or
interpretation  made or taken with  respect  to the Plan and all  members of the
Committee  shall be fully  indemnified  by the Company  with respect to any such
action, determination or interpretation.

                13.2 Change in Control.  Without  limiting the  authority of the
Committee as provided herein, the Committee, either at the time Employee Options
or shares of Restricted Stock are granted,  or, if so provided in the applicable
Employee Option  agreement or Restricted  Stock grant,  at any time  thereafter,
shall have the authority to accelerate in whole or in part the exercisability of
Employee  Options and/or the last day of the Period of Restriction upon a Change
in Control.  The Employee Option agreements and Restricted Stock grants approved
by the Committee  may contain  provisions  whereby,  in the event of a Change in
Control,  the acceleration of the  exercisability of Employee Options and/or the
last day of the Period of Restriction  may be automatic or may be subject to the
discretion  of the  Committee  or may depend upon  whether the Change in Control
shall be  approved  by a  majority  of the  members  of the Board or such  other
criteria as the  Committee  may  specify.  Nothing  herein  shall  obligate  the
Committee to take any action upon a Change of Control.

                13.3 Amendment,  Modification and Termination of Plan. The Board
may at any time  terminate,  and from time to time may amend or modify the Plan,
provided,  however,  that no such action of the Board,  without  approval of the
stockholders, may:

                         (a)  Increase  the total  amount of Stock  which may be
                issued under the Plan, except as provided in Subsections 4.1 and
                4.3 of the Plan.

                         (b)      Materially increase the cost of the Plan or
                 materially increase the benefits to Participants.

                         (c)      Extend the period during which Options or
                             Restricted Stock may be granted.

                         (d)      Extend the maximum period after the date of
                          grant during which Options may be exercised.

                         (e)      Change the class of individuals eligible to
                          receive Options or Restricted Stock.

                No amendment,  modification  or termination of the Plan shall in
any manner adversely affect any Options or Restricted Stock theretofore  granted
to any Participant under the Plan, without the consent of that Participant.

SECTION 14.  Tax Withholding

                14.1 Tax Withholding.  Whenever shares of Stock are to be issued
under the Plan, the Company shall have the power to require the recipient of the
Stock to remit to the Company an amount sufficient to satisfy federal, state and
local  withholding  tax  requirements  prior to issuance of the  certificate for
shares of Stock.

SECTION 15.  Requirements of Law.

                15.1  Requirements of Law. The granting of Options or Restricted
Stock,  and the issuance of shares of Stock upon the exercise of an Option shall
be subject to all applicable laws, rules and regulations,  and to such approvals
by  any  governmental  agencies  or  national  securities  exchanges  as  may be
required.

                15.2  Governing  Law. The Plan,  and all  agreements  hereunder,
shall be construed in  accordance  with and governed by the laws of the State of
New York without giving effect to the choice of law principles  thereof,  except
to the extent that such law is preempted by federal law.