LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                        CLUETT AMERICAN RECEIVABLES, LLC

     This Limited  Liability  Company  Agreement  (together  with the  schedules
attached hereto, and as amended,  restated or supplemented or otherwise modified
from time to time, this  "Agreement") of Cluett American  Receivables,  LLC (the
"Company"),   is  entered  into  by  Great  American  Knitting  Mills,  Inc.  (a
wholly-owned  subsidiary of Cluett American Corp. (the  "Parent")),  as the sole
equity member (the  "Member"),  and Dwight Jenkins and Lori Rezza as the Special
Members (as defined on Schedule A hereto).

     The Member,  by execution of this Agreement,  hereby forms the Company as a
limited  liability  company  pursuant  to and in  accordance  with the  Delaware
Limited Liability Company Act (6 Del. C. ' 18-101 et seq.), as amended from time
to time (the "Act"), and this Agreement, and the Member, Dwight Jenkins and Lori
Rezza hereby agree as follows:

Section 1.        Name.

     The name of the limited  liability company formed hereby is Cluett American
Receivables, LLC.

Section 2.        Principal Business Office.

     The principal  business office of the Company shall be located at 661 Plaid
Street,  Burlington,  NC  27215  or such  other  location  as may  hereafter  be
determined by the Member.

Section 3.        Registered Office.

     The  address  of the  registered  office  of the  Company  in the  State of
Delaware is c/o The  Corporation  Trust Company,  Corporate  Trust Center,  1209
Orange Street, Wilmington, New Castle County, Delaware 19801.

Section 4.        Registered Agent.

     The name and address of the registered  agent of the Company for service of
process  on the  Company  in the  State of  Delaware  is The  Corporation  Trust
Company,  Corporate  Trust Center,  1209 Orange Street,  Wilmington,  New Castle
County, Delaware 19801.

Section 5.        Members.

     (a) The  mailing  address of the Member is set forth on Schedule B attached
hereto.  The Member was  admitted to the Company as a member of the Company upon
its execution of a counterpart signature page to this Agreement.

     (b) Subject to Section 9(j), the Member may act by written consent.

     (c) Upon the  occurrence of any event that causes the Member to cease to be
a member of the Company  (other than (i) upon an assignment by the Member of all
of its limited  liability  company  interest in the Company and the admission of
the  transferee  pursuant to Sections 21 and 23, or (ii) the  resignation of the
Member and the  admission  of an  additional  member of the Company  pursuant to
Sections 22 and 23), each person acting as an  Independent  Manager  pursuant to
Section 10 shall,  without any action of any Person and simultaneously  with the
Member ceasing to be a member of the Company,  automatically  be admitted to the
Company as a Special Member and shall continue the Company without  dissolution.
No Special  Member may resign from the Company or transfer its rights as Special
Member unless (i) a successor Special Member has been admitted to the Company as
Special  Member by  executing a  counterpart  to this  Agreement,  and (ii) such
successor has also accepted its appointment as an Independent  Manager  pursuant
to Section 10; provided,  however, the Special Members shall automatically cease
to be members (but not  Independent  Managers) of the Company upon the admission
to the Company of a substitute Member.  Each Special Member shall be a member of
the  Company  that has no  interest  in the  profits,  losses and capital of the
Company  and has no  right to  receive  any  distributions  of  Company  assets.
Pursuant to Section 18-301 of the Act, a Special Member shall not be required to
make any  capital  contributions  to the Company and shall not receive a limited
liability company interest in the Company.  A Special Member, in its capacity as
Special  Member,  may not bind the Company.  Except as required by any mandatory
provision of the Act, each Special  Member,  in its capacity as Special  Member,
shall have no right to vote on,  approve or otherwise  consent to any action by,
or matter relating to, the Company,  including,  without limitation, the merger,
consolidation or conversion of the Company.  In order to implement the admission
to the Company of each  Special  Member,  each person  acting as an  Independent
Manager  pursuant to Section 10 shall execute a counterpart  to this  Agreement.
Prior to its admission to the Company as Special  Member,  each person acting as
an  Independent  Manager  pursuant  to  Section  10 shall not be a member of the
Company.

Section 6.        Certificates.

     James G. Leyden, Jr. is hereby designated as an "authorized  person" within
the meaning of the Act, and has executed, delivered and filed the Certificate of
Formation of the Company  with the  Secretary of State of the State of Delaware.
Upon the filing of the  Certificate  of Formation with the Secretary of State of
the State of Delaware,  his powers as an  "authorized  person"  ceased,  and the
Member thereupon became the designated "authorized person" and shall continue as
the  designated  "authorized  person"  within the meaning of the Act. The Member
shall  execute,  deliver  and file any other  certificates  (and any  amendments
and/or restatements thereof) necessary for the Company to qualify to do business
in North Carolina and in any other jurisdiction in which the Company may wish to
conduct business.

     The  existence of the Company as a separate  legal  entity  shall  continue
until cancellation of the Certificate of Formation as provided in the Act.

Section 7.        Purposes.

     The purpose to be  conducted or promoted by the Company is to engage in the
following activities:

     (a)

     (i) to  purchase  from time to time,  pursuant  to a  receivables  transfer
agreement  between the Company  and the Member,  current and future  receivables
(the  "Receivables") and other rights,  assets and property of the Member and to
transfer or sell the Receivables  and such other rights,  assets and property to
commercial  banks,  financial  institutions  other  purchasers  pursuant  to  an
agreement therewith;

     (ii) to acquire,  own, hold, sell,  transfer,  service,  convey,  safekeep,
dispose  of,  pledge,  assign,  borrow  money  against,  finance,  refinance  or
otherwise  deal with,  publicly or privately  and whether with  unrelated  third
parties or with affiliated  entities,  the Receivables and other rights,  assets
and property;

     (iii) to engage in any lawful act or activity  and to  exercise  any powers
permitted to limited liability  companies  organized under the laws of the State
of Delaware  that are related or  incidental  to and  necessary,  convenient  or
advisable for the accomplishment of the above-mentioned  purposes (including the
entering into of interest rate or basis swap,  cap, floor or collar  agreements,
currency  exchange  agreements  or similar  hedging  transactions  and referral,
management, servicing and administration agreements).

     (b) The  Company  may enter into and  perform  any  documents,  agreements,
certificates or financing  statements  relating to the transactions set forth in
paragraph (a) above,  all without any further act, vote or approval of any other
Person  notwithstanding  any  other  provision  of  this  Agreement,  the Act or
applicable  law, rule or regulation.  The foregoing  authorization  shall not be
deemed a restriction on the powers of the Member to enter into other  agreements
on behalf of the Company.

Section 8.        Powers.

     Subject to Section 9(j), the Company (i) shall have and exercise all powers
necessary,  convenient or incidental to accomplish  its purposes as set forth in
Section  7 and (ii)  shall  have  and  exercise  all of the  powers  and  rights
conferred upon limited liability companies formed pursuant to the Act.

Section 9.        Management.

     (a) Board of Directors.  Subject to Section 9(j),  the business and affairs
of the Company  shall be managed by or under the  direction of a Board of one or
more Directors  designated by the Member.  Subject to Section 10, the Member may
determine  at any  time in its  sole  and  absolute  discretion  the  number  of
Directors to constitute  the Board.  The  authorized  number of Directors may be
increased  or  decreased  by the  Member  at any time in its  sole and  absolute
discretion,  upon notice to all  Directors,  and subject in all cases to Section
10.  The  initial  number of  Directors  shall be one.  Each  Director  elected,
designated  or  appointed  by the Member  shall hold office until a successor is
elected and  qualified  or until such  Director's  earlier  death,  resignation,
expulsion or removal.  Each Director  shall  execute and deliver the  Management
Agreement.  Directors need not be a Member. The initial Directors  designated by
the Member are listed on Schedule D hereto.

     (b) Powers.  Subject to Section 9(j), the Board of Directors shall have the
power to do any and all acts  necessary,  convenient or incidental to or for the
furtherance of the purposes described herein, including all powers, statutory or
otherwise.  Subject to Section 7, the Board of  Directors  has the  authority to
bind the Company.  A Director is hereby designated as a "manager" of the Company
within the meaning of Section 18-101(10) of the Act.

     (c)  Meeting  of the  Board of  Directors.  The Board of  Directors  of the
Company may hold meetings, both regular and special, within or outside the State
of Delaware.  Regular  meetings of the Board may be held without  notice at such
time and at such  place as shall from time to time be  determined  by the Board.
Special  meetings of the Board may be called by the  President  on not less than
one day's notice to each Director by telephone, facsimile, mail, telegram or any
other  means of  communication,  and  special  meetings  shall be  called by the
President  or  Secretary  in like  manner and with like  notice upon the written
request of any one or more of the  Directors.  The Board of Directors may act by
written consent.

     (d) Quorum:  Acts of the Board. At all meetings of the Board, a majority of
the Directors  shall  constitute a quorum for the  transaction  of business and,
except as otherwise  provided in any other provision of this Agreement,  the act
of a majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board.  If a quorum  shall not be present at any meeting
of the Board, the Directors present at such meeting may adjourn the meeting from
time to time,  without notice other than  announcement  at the meeting,  until a
quorum  shall be present.  Any action  required or  permitted to be taken at any
meeting of the Board or of any committee  thereof may be taken without a meeting
if all members of the Board or committee, as the case may be, consent thereto in
writing,  and the writing or writings are filed with the minutes of  proceedings
of the Board or committee, as the case may be.

     (e)  Electronic  Communications.  Members  of the Board,  or any  committee
designated  by the Board,  may  participate  in  meetings  of the Board,  or any
committee, by means of telephone conference or similar communications  equipment
that allows all  persons  participating  in the meeting to hear each other,  and
such  participation  in a meeting  shall  constitute  presence  in person at the
meeting.  If all the participants are  participating by telephone  conference or
similar communications  equipment, the meeting shall be deemed to be held at the
principal place of business of the Company.

     (f)      Committees of Directors.

     (i) The Board may, by  resolution  passed by a majority of the whole Board,
designate one or more  committees,  each  committee to consist of one or more of
the Directors of the Company.  The Board may designate one or more  Directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee.

     (ii) In the absence or  disqualification  of a member of a  committee,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting, whether or not such members constitute a quorum, may unanimously appoint
another  member  of the  Board to act at the  meeting  in the  place of any such
absent or disqualified member.

     (iii) Any such  committee,  to the extent provided in the resolution of the
Board,  shall have and may exercise all the powers and authority of the Board in
the  management  of the business and affairs of the Company.  Such  committee or
committees  shall have such name or names as may be determined from time to time
by resolution adopted by the Board. Each committee shall keep regular minutes of
its meetings and report the same to the Board when required.

     (g) Compensation of Directors; Expenses. The Board shall have the authority
to fix the compensation of Directors.  The Directors may be paid their expenses,
if any, of  attendance  at  meetings of the Board,  which may be a fixed sum for
attendance at each meeting of the Board or a stated salary as Director.  No such
payment  shall  preclude  any  Director  from  serving  the Company in any other
capacity and  receiving  compensation  therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.

     (h) Removal of Directors.  Unless otherwise restricted by law, any Director
or the entire  Board of Directors  may be removed or  expelled,  with or without
cause, at any time by the Member,  and any vacancy caused by any such removal or
expulsion may be filled by action of the Member.

     (i)  Directors  as Agents.  To the extent of their powers set forth in this
Agreement and subject to Section  9(j),  the Directors are agents of the Company
for the purpose of the  Company's  business,  and the  actions of the  Directors
taken in accordance  with such powers set forth in this Agreement shall bind the
Company.  Notwithstanding the last sentence of Section 18-402 of the Act, except
as provided in this  Agreement or in a resolution of the  Directors,  a Director
may not bind the Company.

     (j)      Limitations on the Company's Activities.

     (i) This  Section  9(j) is being  adopted in order to comply  with  certain
provisions  required  in order to qualify  the  Company  as a "special  purpose"
entity.

     (ii) The Member shall not, prior to the date which is one year and one date
after the date on which  all  obligations  of the  Company  under the  documents
referred to in Section 7(a)(i) have been paid in full, amend,  alter,  change or
repeal the definition of "Independent" or Sections 5(c), 7, 8, 10, 20, or 31 (or
Schedule A of this  Agreement to the extent such  modification  would affect the
foregoing  provisions)  without  the prior  written  consent of the  Independent
Managers.  Subject to this Section 9(j), the Member reserves the right to amend,
alter, change or repeal any provisions contained in this Agreement in accordance
with Section 31.

     (iii)  Notwithstanding  any  other  provision  of  this  Agreement  and any
provision of law that otherwise so empowers the Company,  the Member, the Board,
any Officer or any other Person, none of the Company, the Member or the Board or
any Officer or any other Person shall be authorized or empowered, nor shall they
permit the  Company,  to take any of the  following  actions  without  the prior
written consent of the Independent Managers:

     1.  File  or  consent  to the  filing  of  any  bankruptcy,  insolvency  or
reorganization  petition  naming the  Company as debtor or  otherwise  institute
bankruptcy or insolvency proceedings by or against the Company or otherwise seek
with respect to the Company  relief  under any laws  relating to the relief from
debts or the protection of debtors generally;

     2.  Seek  or  consent  to  the  appointment  of  a  receiver,   liquidator,
conservator, assignee, trustee, sequestrator,  custodian or any similar official
for the Company or all or any portion of any of its properties;

     3. Make or  consent to any  assignment  for the  benefit  of the  Company's
creditors;

     4. Take any action that might  reasonably  be expected to cause the Company
to become insolvent;

     5. Admit in writing the inability of the Company to pay its debts generally
as they become due;

     Except as  contemplated  by the documents  referred to in Section  7(a)(i),
engage in any transactions with an Affiliate of the Company;

     Consent to substantive consolidation with the Member or the Parent;

     Declare or permit any  distribution to the Member other than out of legally
available  funds or otherwise in accordance  with the  documents  referred to in
Section 7(a)(i); or

     Take any action in furtherance of any of the preceding actions.

     (iv) The Board and the Member  shall cause the Company to do or cause to be
done all  things  necessary  to  preserve  and keep in full force and effect its
existence,  rights  (charter and statutory) and franchises;  provided,  however,
that the Company  shall not be required to preserve  any such right or franchise
following  the date  which is one year and one date  after the date on which all
obligations  of the Company under the documents  referred to in Section  7(a)(i)
have  been  paid in full if the  Board  shall  determine  that the  preservation
thereof is no longer desirable for the conduct of its business and that the loss
thereof is not  disadvantageous  in any  material  respect to the  Company.  The
Company shall, and the Board shall cause the Company to:

     1. At all times have at least two Independent Managers.

     2.  At all  times  have  sufficient  personnel  to  run  its  business  and
operations.  Compensate its employees (if any) from its own available  funds for
services  provided to it. In the event  employees of the Company  participate in
pension,  insurance  and other  benefit plans of the Member or the Parent or any
Affiliates  of the Member or the  Parent,  the Company  will on a current  basis
reimburse the Member, the Parent or the relevant Affiliate,  as the case may be,
for its pro rata share of the costs thereof.

     3. Pay its own liabilities out of its own funds and assets.

     4.  Maintain a separate  office (a) which if leased  from the Member or the
Parent will be on terms no more or less  favorable  to the Company than could be
obtained in a comparable  arm's-length  transaction with an unaffiliated  Person
and (b) which will be conspicuously identified as the Company's office so it can
be  easily  located  by  outsiders.  The  Company  will use its own  stationery,
invoices, checks and telephone and facsimile numbers.

     5. The Company will hold itself out and  identify  itself as a separate and
distinct  entity  under its own name and not as a division  or part of any other
Person.

     6. The Company will  promptly  correct any  misunderstanding  regarding its
separate existence and identity.

     7. The Company will  prepare and maintain its own full and complete  books,
records and financial  statements  separate from any other Person. The Company's
financial statements will comply with generally accepted accounting principles.

     8. The Company will maintain a bank account in its name.

     9. Except for the  servicing of the  Receivables  pursuant to the documents
referred to in Section 7(a)(i),  all business  transactions  entered into by the
Company with any of its Affiliates will be on terms that are intrinsically  fair
and not more or less  favorable to the  Company,  as the case may be, than terms
and conditions available at the time to the Company for comparable  arm's-length
transactions with unaffiliated Persons.

     10. The Company will not assume or guarantee or become  obligated for debts
of the Member or the Parent and neither the Member nor the Parent will assume or
guarantee  or become  obligated  for the  debts of the  Company,  other  than as
provided in the documents  referred to in Section 7(a)(i).  The Company will not
hold its credit out as being  available to satisfy the  obligations of any other
Persons.

     11. The Company will not acquire  obligations  or securities of the Member,
the Parent or any of their  respective  Affiliates.  The  Company  will not make
loans to the Member or the Parent.

     12. Except to the limited extent  provided in the documents  referred to in
Section 7(a)(i), the Company will not commingle any of its money or other assets
with the money or assets of the Member or the Parent.  The  Company  will ensure
that  its  funds  will  be  clearly  traceable  at each  step  in any  financial
transaction.

     13. The Company will engage in transactions  and conduct all other business
activities  solely in its own name and through its own  authorized  officers and
agents and will present  itself to the public as a separate  company.  Except to
the limited  extent  provided in the documents  referred to in Section  7(a)(i),
neither the Member nor the Parent will be appointed agent of the Company.

     14.  The  Company  will  not  engage  in any  transaction  with  any of its
Affiliates involving any intent to hinder, delay or defraud any Person.

     Failure of the  Company or the Member or the Board on behalf of the Company
to comply with any of the foregoing  covenants or any other covenants  contained
in this Agreement shall not affect the status of the Company as a separate legal
entity or the limited liability of the Member or the Directors.

     (v)  Prior to the date  which  is one year and one date  after  the date on
which all obligations of the Company under the documents  referred to in Section
7(a)(i) have been paid in full,  the Company  shall not and the Member shall not
cause or permit the Company to:

     1. Except as contemplated by the documents  referred to in Section 7(a)(i),
guarantee any obligation of any Person, including any Affiliate;

     2. Engage,  directly or indirectly,  in any business other than the actions
required or permitted to be performed under Section 7 or this Section 9(j);

     3.  Incur,  create or  assume  any  indebtedness  other  than as  expressly
permitted under the documents referred to in Section 7(a)(i);

     4. Make or permit to remain outstanding  any loan or advance  to, or own or
acquire  any stock or  securities  of, any  Person,  except that the Company may
invest in those investments permitted under the documents referred to in Section
7(a)(i);

     5. To the  fullest  extent  permitted  by law,  engage in any  dissolution,
liquidation,   consolidation,  merger,  asset  sale  or  transfer  of  ownership
interests other than such activities as are expressly  permitted pursuant to any
provision of the documents referred to in Section 7(a)(i); or

     6. Form, acquire or hold any subsidiary  (whether  corporate,  partnership,
limited liability company or other).

Section 10.       Independent Managers.

     Prior to the date  which is one year and one date  after  the date on which
all  obligations  of the  Company  under the  documents  referred  to in Section
7(a)(i) have been paid in full,  the Member shall cause the Company at all times
to have at least two managers,  appointed by the Member, who will be (x) natural
persons  and (y)  Independent  (each,  an  "Independent  Manager").  The initial
Independent  Managers appointed by the Member are Dwight Jenkins and Lori Rezza.
Each  Independent  Manager is hereby  designated  as a "manager"  of the Company
within the meaning of Section  18-101(10) of the Act. Each  Independent  Manager
shall execute and deliver the Management Agreement.

     To the fullest extent permitted by law, including Section 18-1101(c) of the
Act, the Independent  Managers shall consider only the interests of the Company,
including its respective creditors, in acting or otherwise voting on the matters
referred to in Section 9(j)(iii).

     The  Independent  Managers  may be removed  by the  Member at any time.  No
resignation  or removal of an  Independent  Manager  shall be effective  until a
successor  Independent  Manager is appointed  and such  successor (i) shall have
accepted  his  or  her  appointment  as  an  Independent  Manager  by a  written
instrument,  which  may  be a  counterpart  signature  page  to  the  Management
Agreement,  and (ii) shall have  executed a  counterpart  to this  Agreement  as
required  by  Section  5(c).  In the event of a vacancy  in the  position  of an
Independent  Manager,  the  Member  shall,  as soon as  practicable,  appoint  a
successor Independent Manager.

     All right, power and authority of the Independent Managers shall be limited
to the extent  necessary  to  exercise  those  rights and perform  those  duties
specifically  set forth in this  Agreement.  Except as  provided  in the  second
paragraph of this Section 10, in exercising its rights and performing its duties
under this Agreement,  each  Independent  Manager shall have a fiduciary duty of
loyalty  and  care  similar  to that of a  director  of a  business  corporation
organized  under  the  General  Corporation  Law of the  State of  Delaware.  No
Independent  Manager  shall at any time serve as trustee in  bankruptcy  for the
Company or any Affiliate of the Company.

Section 11.       Officers.

     (a)  Officers.  The initial  Officers of the Company shall be designated by
the Member.  The additional or successor Officers of the Company shall be chosen
by the  Board and shall  consist  of at least a  President,  a  Secretary  and a
Treasurer.  The Board of Directors may also choose one or more Vice  Presidents,
Assistant  Secretaries  and Assistant  Treasurers.  Any number of offices may be
held by the same person.  The Board shall choose a President,  a Secretary and a
Treasurer. The Board may appoint such other Officers and agents as it shall deem
necessary  or  advisable  who shall hold their  offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.  The salaries of all Officers and agents of the Company shall
be fixed by or in the  manner  prescribed  by the  Board.  The  Officers  of the
Company shall hold office until their  successors are chosen and qualified.  Any
Officer may be removed at any time,  with or without cause,  by the  affirmative
vote of a majority  of the Board.  Any  vacancy  occurring  in any office of the
Company  shall be filled by the  Board.  The  initial  Officers  of the  Company
designated by the Member are listed on Schedule E hereto.

     (b) President.  The President shall be the chief  executive  officer of the
Company,  shall preside at all meetings of the Board,  shall be responsible  for
the general and active  management  of the business of the Company and shall see
that all  orders and  resolutions  of the Board are  carried  into  effect.  The
President or any other  Officer  authorized  by the President or the Board shall
execute all bonds, mortgages and other contracts,  except: (i) where required or
permitted  by law  or  this  Agreement  to be  otherwise  signed  and  executed,
including  Section  7(b);  (ii) where  signing and  execution  thereof  shall be
expressly  delegated by the Board to some other Officer or agent of the Company,
and (iii) as otherwise permitted in Section 11(c).

     (c) Vice President.  In the absence of the President or in the event of the
President's inability to act, the Vice President,  if any (or in the event there
be more than one Vice President,  the Vice Presidents in the order designated by
the Directors, or in the absence of any designation,  then in the order of their
election),  shall perform the duties of the President, and when so acting, shall
have  all  the  powers  of and be  subject  to all  the  restrictions  upon  the
President. The Vice Presidents, if any, shall perform such other duties and have
such other powers as the Board may from time to time prescribe.

     (d) Secretary and Assistant  Secretary.  The Secretary shall be responsible
for  filing  legal  documents  and  maintaining  records  for the  Company.  The
Secretary  shall attend all meetings of the Board and record all the proceedings
of the  meetings  of the  Company and of the Board in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
The Secretary shall give, or shall cause to be given,  notice of all meetings of
the Member,  if any, and special  meetings of the Board,  and shall perform such
other duties as may be  prescribed  by the Board or the  President,  under whose
supervision the Secretary shall serve. The Assistant  Secretary,  or if there be
more than one, the Assistant  Secretaries  in the order  determined by the Board
(or if there be no such determination,  then in order of their election), shall,
in the absence of the Secretary or in the event of the Secretary's  inability to
act,  perform  the duties and  exercise  the powers of the  Secretary  and shall
perform  such other duties and have such other powers as the Board may from time
to time prescribe.

     (e) Treasurer and Assistant Treasurer. The Treasurer shall have the custody
of the Company funds and securities and shall keep full and accurate accounts of
receipts and  disbursements  in books belonging to the Company and shall deposit
all  moneys  and other  valuable  effects  in the name and to the  credit of the
Company in such  depositories  as may be designated by the Board.  The Treasurer
shall  disburse the funds of the Company as may be ordered by the Board,  taking
proper vouchers for such disbursements, and shall render to the President and to
the Board, at its regular meetings or when the Board so requires,  an account of
all of the  Treasurer's  transactions  and of  the  financial  condition  of the
Company.  The  Assistant  Treasurer,  or if there  shall be more than  one,  the
Assistant  Treasurers  in the order  determined  by the Board (or if there be no
such determination,  then in the order of their election), shall, in the absence
of the Treasurer or in the event of the  Treasurer's  inability to act,  perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

     (f)  Officers as Agents.  The  Officers,  to the extent of their powers set
forth in this  Agreement or otherwise  vested in them by action of the Board not
inconsistent  with this Agreement,  are agents of the Company for the purpose of
the Company's business and, subject to Section 9(j), the actions of the Officers
taken in accordance with such powers shall bind the Company.

     (g) Duties of Board and Officers.  Except to the extent otherwise  provided
herein,  each  Director and Officer  shall have a fiduciary  duty of loyalty and
care  similar  to  that of  directors  and  officers  of  business  corporations
organized  under  the  General  Corporation  Law of the  State of  Delaware.  No
director  or officer  shall at any time serve as trustee in  bankruptcy  for any
Affiliate of the Company.

Section 12.       Limited Liability.

     Except as otherwise  expressly provided by the Act, the debts,  obligations
and liabilities of the Company,  whether arising in contract, tort or otherwise,
shall be the debts,  obligations  and  liabilities  solely of the  Company,  and
neither  the  Member,  the  Independent  Managers,  any  Special  Member nor any
Director  shall  be  obligated  personally  for any  such  debt,  obligation  or
liability  of the Company  solely by reason of being a Member,  Special  Member,
Independent Manager or Director of the Company.

Section 13.       Capital Contributions.

     The Member has  contributed  to the Company  property of an agreed value as
listed on Schedule B attached hereto.  In accordance with Section 5(c),  Special
Members shall not be required to make any capital contributions to the Company.

Section 14.       Additional Contributions.

     The Member is not required to make any additional  capital  contribution to
the Company.  However,  the Member may make additional capital  contributions to
the  Company at any time upon the written  consent of the Member.  To the extent
that the Member makes an additional  capital  contribution  to the Company,  the
Member  shall  revise  Schedule  B of this  Agreement.  The  provisions  of this
Agreement, including this Section 14, are intended to benefit the Member and the
Special  Members  and,  to the fullest  extent  permitted  by law,  shall not be
construed  as  conferring  any benefit  upon any creditor of the Company (and no
such  creditor  of the  Company  shall  be a  third-party  beneficiary  of  this
Agreement)  and the Member and the  Special  Members  shall not have any duty or
obligation  to any  creditor  of the  Company  to make any  contribution  to the
Company or to issue any call for capital pursuant to this Agreement. Section 15.
Allocation of Profits and Losses.

         The Company's profits and losses shall be allocated to the Member.

Section 16.       Distributions.

     Distributions shall be made to the Member at the times and in the aggregate
amounts determined by the Board.  Notwithstanding  any provision to the contrary
contained  in this  Agreement,  the  Company  shall  not be  required  to make a
distribution  to the Member on account of its  interest  in the  Company if such
distribution would violate Section 18-607 of the Act or any other applicable law
or any agreement referred to in Section 7(a)(i).

Section 17.       Books and Records.

     The Board shall keep or cause to be kept  complete  and  accurate  books of
account and records with  respect to the  Company's  business.  The books of the
Company shall at all times be  maintained by the Board.  The Member and its duly
authorized  representatives  shall have the right to examine the Company  books,
records and documents during normal business hours.  The Company,  and the Board
on behalf of the Company, shall not have the right to keep confidential from the
Member any  information  that the Board would  otherwise  be  permitted  to keep
confidential  from the Member  pursuant  to Section  18-305(c)  of the Act.  The
Company's  books of  account  shall  be kept  using  the  method  of  accounting
determined by the Member. The Company's independent auditor, if any, shall be an
independent public accounting firm selected by the Member.

Section 18.       Reports.

     (a) Within 60 days after the end of each  fiscal  quarter,  the Board shall
cause to be prepared an  unaudited  report  setting  forth as of the end of such
fiscal quarter:

     (i) unless such quarter is the last fiscal quarter,  a balance sheet of the
Company; and

     (ii) unless such quarter is the last fiscal quarter, an income statement of
the Company for such fiscal quarter.

     (b) The Board shall use diligent efforts to cause to be prepared and mailed
to the Member,  within 120 days after the end of each fiscal year, an audited or
unaudited report setting forth as of the end of such fiscal year:

     (i) a balance sheet of the Company;

     (ii) an income statement of the Company for such fiscal year; and

     (iii) a statement of the Member's capital account.

     (c) The Board  shall,  after the end of each fiscal  year,  use  reasonable
efforts to cause the Company's independent  accountants,  if any, to prepare and
transmit to the Member as promptly as possible any such tax  information  as may
be reasonably  necessary to enable the Member to prepare its federal,  state and
local income tax returns relating to such fiscal year.

Section 19.       Other Business.

     The Member, the Special Members, the Independent Managers and any Affiliate
of the Member,  Special Members or Independent Managers may engage in or possess
an interest in other business  ventures  (unconnected with the Company) of every
kind and description,  independently or with others.  The Company shall not have
any rights in or to such independent ventures or the income or profits therefrom
by virtue of this Agreement.

Section 20.       Exculpation and Indemnification.

     (a) Neither the Member, the Special Members,  the Independent  Managers nor
any agent of the Company nor any employee, representative, agent or Affiliate of
the Member, Special Members or Independent Managers (collectively,  the "Covered
Persons") shall be liable to the Company or any other Person who has an interest
in or claim against the Company for any loss, damage or claim incurred by reason
of any act or omission performed or omitted by such Covered Person in good faith
on behalf of the  Company and in a manner  reasonably  believed to be within the
scope of the  authority  conferred  on such  Covered  Person by this  Agreement,
except that a Covered Person shall be liable for any such loss,  damage or claim
incurred  by  reason  of such  Covered  Person's  gross  negligence  or  willful
misconduct.

     (b) To the fullest  extent  permitted by applicable  law, a Covered  Person
shall be entitled to  indemnification  from the Company for any loss,  damage or
claim incurred by such Covered Person by reason of any act or omission performed
or omitted by such Covered  Person in good faith on behalf of the Company and in
a manner reasonably  believed to be within the scope of the authority  conferred
on such Covered Person by this Agreement, except that no Covered Person shall be
entitled to be indemnified  in respect of any loss,  damage or claim incurred by
such  Covered  Person by reason of such Covered  Person's  gross  negligence  or
willful  misconduct with respect to such acts or omissions;  provided,  however,
that any indemnity under this Section 20 by the Company shall be provided out of
and to the extent of Company  assets only, and the Member,  the Special  Members
and the  Independent  Managers  shall not have  personal  liability  on  account
thereof; and provided further,  that prior to the date which is one year and one
date after the date on which all  obligations of the Company under the documents
referred  to in  Section  7(a)(i)  have been  paid in full,  no  payment  of any
indemnity  (or advance of expenses)  from funds of the Company (as distinct from
funds from other  sources,  such as  insurance)  under this  Section 20 shall be
payable  from  amounts  allocable  to any  other  Person  pursuant  to the  such
documents.

     (c) To the fullest extent permitted by applicable law, expenses  (including
legal fees) incurred by a Covered Person  defending any claim,  demand,  action,
suit or proceeding shall, from time to time, be advanced by the Company prior to
the final  disposition of such claim,  demand,  action,  suit or proceeding upon
receipt by the Company of an  undertaking  by or on behalf of the Covered Person
to repay such amount if it shall be  determined  that the Covered  Person is not
entitled to be indemnified as authorized in this Section 20.

     (d) A Covered Person shall be fully protected in relying in good faith upon
the  records of the  Company  and upon such  information,  opinions,  reports or
statements  presented  to the  Company by any Person as to matters  the  Covered
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Company, including information,  opinions, reports or statements as to the value
and amount of the  assets,  liabilities,  or any other  facts  pertinent  to the
existence  and amount of assets  from which  distributions  to the Member  might
properly be paid.

     (e) To the extent that,  at law or in equity,  a Covered  Person has duties
(including  fiduciary duties) and liabilities relating thereto to the Company or
to any other Covered Person,  a Covered Person acting under this Agreement shall
not be liable to the Company or to any other  Covered  Person for its good faith
reliance on the  provisions of this  Agreement or any approval or  authorization
granted by the  Company or any other  Covered  Person.  The  provisions  of this
Agreement,  to the extent that they  restrict  the duties and  liabilities  of a
Covered Person otherwise  existing at law or in equity, are agreed by the Member
and the Special  Members to replace  such other duties and  liabilities  of such
Covered Person.

     (f)  The  foregoing  provisions  of  this  Section  20  shall  survive  any
termination of this Agreement.

Section 21.       Assignments.

     Subject  to  Section  23,  the  Member  may  assign in whole or in part its
limited liability  company interest in the Company.  If the Member transfers all
of its  limited  liability  company  interest  in the  Company  pursuant to this
Section 21, the  transferee  shall be admitted to the Company as a member of the
Company upon its execution of an instrument signifying its agreement to be bound
by the  terms  and  conditions  of this  Agreement,  which  instrument  may be a
counterpart  signature page to this  Agreement.  Such admission  shall be deemed
effective  immediately  prior to the transfer and,  immediately  following  such
admission,  the  transferor  Member  shall cease to be a member of the  Company.
Notwithstanding anything in this Agreement to the contrary, any successor to the
Member by merger or  consolidation in compliance with the documents set forth in
Section 7(a)(i) shall,  without further act, be the Member  hereunder,  and such
merger or consolidation  shall not constitute an assignment for purposes of this
Agreement and the Company shall continue without dissolution.

Section 22.       Resignation.

     Prior to the date which is one year and one day after the date on which all
obligations of the Company under the documents  referred to in Section 7(a) have
been paid in full,  the Member may not resign,  except as  permitted  under such
documents.  If the Member is permitted to resign pursuant to this Section 22, an
additional  member of the Company  shall be admitted to the Company,  subject to
Section 23, upon its execution of an instrument  signifying  its agreement to be
bound by the terms and conditions of this Agreement,  which  instrument may be a
counterpart  signature page to this  Agreement.  Such admission  shall be deemed
effective  immediately prior to the resignation and, immediately  following such
admission, the resigning Member shall cease to be a member of the Company.

Section 23.       Admission of Additional Members.

     One or more  additional  members  of the  Company  may be  admitted  to the
Company with the written consent of the Member.

Section 24.       Dissolution.

     (a)  Subject to Section  9(j),  the  Company  shall be  dissolved,  and its
affairs  shall be wound up upon  the  first to occur of the  following:  (i) the
termination of the legal  existence of the last remaining  member of the Company
or the occurrence of any other event which  terminates the continued  membership
of the last  remaining  member of the Company in the Company unless the business
of the Company is continued in a manner  permitted by this  Agreement or the Act
or (ii) the entry of a decree of judicial  dissolution  under Section  18-802 of
the Act. Upon the occurrence of any event that causes the last remaining  member
of the Company to cease to be a member of the  Company,  to the  fullest  extent
permitted  by  law,  the  personal  representative  of  such  member  is  hereby
authorized to, and shall,  within 90 days after the occurrence of the event that
terminated  the  continued  membership  of such member in the Company,  agree in
writing (i) to continue  the Company and (ii) to the  admission  of the personal
representative  or its nominee or designee,  as the case may be, as a substitute
member  of the  Company,  effective  as of the  occurrence  of  the  event  that
terminated the continued  membership in the Company of the last remaining member
of the Company.

     (b) Notwithstanding  any other provision of this Agreement,  the Bankruptcy
of the  Member or the  Special  Members  shall not cause the  Member or  Special
Members,  respectively,  to  cease to be a member  of the  Company  and upon the
occurrence of such an event,  the business of the Company shall continue without
dissolution.

     (c) In the  event of  dissolution,  the  Company  shall  conduct  only such
activities  as are necessary to wind up its affairs  (including  the sale of the
assets of the Company in an orderly manner), and the assets of the Company shall
be applied in the  manner,  and in the order of  priority,  set forth in Section
18-804 of the Act.

     (d) The Company shall  terminate when (i) all of the assets of the Company,
after payment of or due provision for all debts,  liabilities and obligations of
the Company shall have been distributed to the Member in the manner provided for
in this Agreement and (ii) the Certificate of Formation shall have been canceled
in the manner required by the Act.

Section 25.       Waiver of Partition; Nature of Interest.

     Except as otherwise  expressly  provided in this Agreement,  to the fullest
extent  permitted  by law,  each of the Member and the  Special  Members  hereby
irrevocably  waives any right or power that such Person  might have to cause the
Company or any of its assets to be  partitioned,  to cause the  appointment of a
receiver for all or any portion of the assets of the Company, to compel any sale
of all or any  portion of the assets of the Company  pursuant to any  applicable
law or to file a complaint or to institute any proceeding at law or in equity to
cause the  dissolution,  liquidation,  winding up or termination of the Company.
The Member shall not have any  interest in any  specific  assets of the Company,
and the  Member  shall not have the  status of a  creditor  with  respect to any
distribution  pursuant to Section 16 hereof.  The  interest of the Member in the
Company is personal property.

Section 26.       Benefits of Agreement; No Third-Party Rights.

     None of the  provisions  of this  Agreement  shall be for the benefit of or
enforceable  by any  creditor of the Company or by any creditor of the Member or
the Special  Members.  Nothing in this  Agreement  shall be deemed to create any
right in any Person (other than Covered  Persons) not a party  hereto,  and this
Agreement  shall not be construed in any respect to be a contract in whole or in
part for the benefit of any third Person (except as provided in Section 29).

Section 27.       Severability of Provisions.

     Each provision of this Agreement  shall be considered  severable and if for
any reason any  provision or  provisions  herein are  determined  to be invalid,
unenforceable  or illegal  under any  existing or future law,  such  invalidity,
unenforceability or illegality shall not impair the operation of or affect those
portions of this Agreement which are valid, enforceable and legal.

Section 28.       Entire Agreement.

     This Agreement constitutes the entire agreement of the parties with respect
to the subject matter hereof.

Section 29.       Binding Agreement.

     Notwithstanding  any other provision of this  Agreement,  the Member agrees
that this  Agreement  constitutes  a legal,  valid and binding  agreement of the
Member,  and is enforceable  against the Member by the  Independent  Managers in
accordance with its terms.  In addition,  each  Independent  Manager shall be an
intended beneficiary of this Agreement.

Section 30.       Governing Law.

     This  Agreement  shall be governed by and  construed  under the laws of the
State of Delaware  (without regard to conflict of laws  principles),  all rights
and remedies being governed by said laws.

Section 31.       Amendments.

     Subject  to  Section  9(j),  this  Agreement  may  be  modified,   altered,
supplemented or amended pursuant to a written  agreement  executed and delivered
by the  Member  except  that no such  modification,  alteration,  supplement  or
amendment  may  modify,  alter,  supplement  or amend  the  rights,  duties  and
limitations of the Independent  Managers without the consent of each Independent
Manager.

Section 32.       Counterparts.

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original of this  Agreement and all of which  together  shall
constitute one and the same instrument.

Section 33.       Notices.

     Any notices  required  to be  delivered  hereunder  shall be in writing and
personally  delivered,  mailed  or sent by  telecopy,  electronic  mail or other
similar form of rapid transmission,  and shall be deemed to have been duly given
upon  receipt (a) in the case of the  Company,  to the Company at its address in
Section 2, (b) in the case of the Member, to the Member at its address as listed
on Schedule B attached hereto and (c) in the case of either of the foregoing, at
such other address as may be designated by written notice to the other party.

Section 34.       Effectiveness.

     Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective
as of the time of the filing of the  Certificate of Formation with the Office of
the Delaware Secretary of State on May 8, 2000.

     IN WITNESS WHEREOF, the undersigned,  intending to be legally bound hereby,
has duly executed this Limited Liability Company Agreement as of the 12th day of
May, 2000.

                                             MEMBER:

                                             GREAT AMERICAN KNITTING MILLS, INC.

                                              By:_______________________________
                                              Name:
                                              Title:


                                              SPECIAL MEMBERS:

                                              --------------------
                                              Name: Dwight Jenkins

                                              --------------------
                                              Name: Lori Rezza

<PAGE>

                                   SCHEDULE A

                                   Definitions

A.       Definitions

     When used in this  Agreement,  the following  terms not  otherwise  defined
herein have the following meanings:

     "Act" has the meaning set forth in the preamble to this Agreement.

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly  Controlling  or  Controlled  by or under  direct or indirect  common
Control with such Person.

     "Bankruptcy" means, with respect to any Person, if such Person (i) makes an
assignment  for the benefit of  creditors,  (ii) files a  voluntary  petition in
bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it
an order for relief, in any bankruptcy or insolvency  proceedings,  (iv) files a
petition  or  answer  seeking  for  itself  any   reorganization,   arrangement,
composition,  readjustment, liquidation or similar relief under any statute, law
or  regulation,  (v) files an answer or other  pleading  admitting or failing to
contest  the  material  allegations  of a  petition  filed  against  it  in  any
proceeding  of  this  nature,  (vi)  seeks,  consents  to or  acquiesces  in the
appointment of a trustee,  receiver or liquidator of the Person or of all or any
substantial part of its properties,  or (vii) if 120 days after the commencement
of any  proceeding  against  the  Person  seeking  reorganization,  arrangement,
composition,  readjustment, liquidation or similar relief under any statute, law
or regulation,  if the proceeding has not been  dismissed,  or if within 90 days
after the  appointment  without  such  Person's  consent  or  acquiescence  of a
trustee, receiver or liquidator of such Person or of all or any substantial part
of its properties,  the appointment is not vacated or stayed,  or within 90 days
after the  expiration  of any such stay,  the  appointment  is not vacated.  The
foregoing  definition of "Bankruptcy" is intended to replace and shall supersede
and replace the definition  of"Bankruptcy"  set forth in Sections  18-101(1) and
18-304 of the Act.

     "Board"  or  "Board of  Directors"  means  the  Board of  Directors  of the
Company.

     "Certificate  of  Formation"  means the  Certificate  of  Formation  of the
Company  filed with the  Secretary  of State of the State of  Delaware on May 8,
2000, as amended or amended and restated from time to time.

     "Company"  means  Cluett  American  Receivables,  LLC, a  Delaware  limited
liability company.

     "Control"  means the  possession,  directly or indirectly,  of the power to
direct or cause the direction of management, policies or activities of a Person,
whether through ownership of voting securities, by contract or otherwise.

     "Covered Persons" has the meaning set forth in Section 20(a).

     "Directors"  means the persons  elected to the Board of Directors from time
to time by the Member,  in their  capacity as managers of the Company within the
meaning of Section 18-101(10) of the Act.

     "Independent" means, with respect to a manager of the Company, a Person who
shall not have been at the time of such Person's  appointment,  and may not have
been at any time  during  the  preceding  five years and shall not be as long as
such  Person  is a manager  of the  Company  (i) a  director,  member,  officer,
manager, partner, shareholder or employee of the Member or any of its directors,
members, partners,  subsidiaries,  shareholders or Affiliates (collectively, the
"Independent Parties"), (ii) a supplier to any of the Independent Parties, (iii)
a person  Controlling  or under  common  Control  with any  directors,  members,
partners,  shareholder or supplier of any of the  Independent  Parties or (iv) a
member of the immediate family of any director,  member,  partner,  shareholder,
officer, manager, employee or supplier of the Independent Parties.

     "Independent Manager" has the meaning set forth in Section 10.

     "Management  Agreement"  means the  agreement of the  Directors in the form
attached  hereto  as  Schedule  C. The  Management  Agreement  shall  be  deemed
incorporated into, and a part of, this Agreement.

     "Member" means Great American  Knitting Mills,  Inc., as the initial member
of the Company,  and includes any Person admitted as an additional member of the
Company or a substitute member of the Company pursuant to the provisions of this
Agreement, each in its capacity as a member of the Company,  provided,  however,
the term "Member" shall not include any Special Member.

     "Officer" means an officer of the Company described in Section 11.

     "Parent" has the meaning set forth in the preamble to this Agreement.

     "Person" means any  individual,  corporation,  partnership,  joint venture,
limited liability company,  limited liability  partnership,  association,  joint
stock  company,  trust,  unincorporated  organization,  or  other  organization,
whether or not a legal entity, and any governmental authority.

     "Special  Member" means,  upon such Person's  admission to the Company as a
member  of  the  Company  pursuant  to  Section  5(c),  a  Person  acting  as an
Independent  Manager,  in such Person's  capacity as a member of the Company.  A
Special Member shall only have the rights and duties expressly set forth in this
Agreement.

     B. Rules of Construction

     Definitions in this Agreement apply equally to both the singular and plural
forms of the defined terms. The words "include" and "including"  shall be deemed
to be followed by the phrase "without  limitation." The terms "herein," "hereof"
and  "hereunder"  and other words of similar import refer to this Agreement as a
whole and not to any particular Section,  paragraph or subdivision.  The Section
titles  appear  as a  matter  of  convenience  only and  shall  not  affect  the
interpretation of this Agreement.  All Section,  paragraph,  clause,  Exhibit or
Schedule  references not attributed to a particular document shall be references
to such parts of this Agreement.

<PAGE>

                                       B-1
                                   SCHEDULE B

                                     Member

<TABLE>

<S>                             <C>                                  <C>                         <C>
                                                                           Agreed Value of            Membership
           Name                           Mailing Address               Capital Contribution          Interest
----------------------------- -------------------------------------- ---------------------------- ------------------


Great American                661 Plaid Street

Knitting Mills, Inc.          Burlington, NC 27215                         $318,057.88                  100%
                              Attention:  Bryan P. Marsal
----------------------------- -------------------------------------- ---------------------------- ------------------

</TABLE>


<PAGE>


                                   SCHEDULE C

                              Management Agreement

Cluett American Receivables, LLC
661 Plaid Street

Burlington, NC 27215

Re: Management Agreement -- Cluett American Receivables, LLC

Ladies and Gentlemen:

     For good and valuable consideration, each of the undersigned, who have been
designated as [Directors] [Independent Managers] of Cluett American Receivables,
LLC, a Delaware limited  liability  company (the "Company"),  in accordance with
and as defined in the Limited Liability Company Agreement of the Company,  dated
as of May 10, 2000, as it may be amended or restated from time to time (the "LLC
Agreement"), hereby agree as follows:

     1. Each of the  undersigned  accepts his or her rights and  authority  as a
[Director]  [Independent  Manager] under the LLC Agreement and agrees to perform
and discharge  his or her duties and  obligations  as a [Director]  [Independent
Manager]  under  the  LLC  Agreement,  and  further  agrees  that  such  rights,
authorities, duties and obligations under the LLC Agreement shall continue until
his or her successor as a [Director]  [Independent  Manager] is  designated  [or
until his or her resignation or removal as a Director in accordance with the LLC
Agreement].  Each of the undersigned  agrees and acknowledges that he or she has
been designated as a "manager" of the Company within the meaning of the Delaware
Limited Liability Company Act. [For Independent Managers: The undersigned hereby
represents  and  warrants  that  the  undersigned  has read  the  definition  of
"Independent"  set forth in the LLC  Agreement  and is  Independent  within  the
meaning thereof].

     2.  Prior to the date which is one year and one day after the date on which
all  obligations  of the  Company  under the  documents  referred  to in Section
7(a)(i)  have  been  paid  in  full,  the  undersigned  agrees,  solely  in  the
undersigned's  capacity  as  a  creditor  of  the  Company  on  account  of  any
indemnification or other payment owing to the undersigned by the Company, not to
acquiesce,  petition  or  otherwise  invoke or cause the  Company  to invoke the
process of any court or governmental  authority for the purpose of commencing or
sustaining  a case  against the Company  under any federal or state  bankruptcy,
insolvency  or similar  law or  appointing  a  receiver,  liquidator,  assignee,
trustee, custodian, sequestrator or other similar official of the Company or any
substantial  part of the property of the Company,  or ordering the winding up or
liquidation of the affairs of the Company.

     3.  THIS  MANAGEMENT  AGREEMENT  SHALL  BE  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE,  AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS  WITHOUT  REGARD TO  PRINCIPLES  OF  CONFLICTS OF
LAWS.

     Initially  capitalized terms used and not otherwise defined herein have the
meanings set forth in the LLC Agreement.

     This  Management  Agreement may be executed in any number of  counterparts,
each of which shall be deemed an original of this  Management  Agreement and all
of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Management Agreement
as of the day and year first above written.

                                                -------------------------------
                                                Name:



                                                Agreed  and  accepted  as of the
                                                date first above written:

                                                CLUETT AMERICAN RECEIVABLES, LLC


                                                By:    ________________________
                                                Name:  ________________________
                                                Title: ________________________





<PAGE>
                                       D-1

                                   SCHEDULE D

                                    DIRECTORS

1. Bryan P. Marsal



                                       E-1

                                   SCHEDULE E

                                    OFFICERS

NAME                             TITLE
-------------------------------- ----------------------------------------------

James Williams                   President and Chief Executive Officer
Scott Coleman                    Secretary
Tony Bernice                     Treasurer
Kathy Wilson                     Vice President

                                TABLE OF CONTENTS

                                                                            Page

Section 1.       Name.........................................................4
Section 2.       Principal Business Office....................................4
Section 3.       Registered Office............................................4
Section 4.       Registered Agent.............................................4
Section 5.       Members......................................................4
Section 6.       Certificates.................................................5
Section 7.       Purposes.....................................................5
Section 8.       Powers.......................................................6
Section 9.       Management...................................................6
Section 10.    Independent Managers..........................................10
Section 11.    Officers......................................................12
Section 12.    Limited Liability.............................................12
Section 13.    Capital Contributions.........................................12
Section 14.    Additional Contributions......................................12
Section 15.    Allocation of Profits and Losses..............................12
Section 16.    Distributions.................................................12
Section 17.    Books and Records.............................................12
Section 18       Reports.....................................................13
Section 19.    Other Business................................................13
Section 20.    Exculpation and Indemnification...............................13
Section 21.    Assignments...................................................14
Section 22.    Resignation...................................................14
Section 23.    Admission of Additional Members...............................15
Section 24.    Dissolution...................................................15
Section 25.    Waiver of Partition; Nature of Interest.......................15
Section 26.    Benefits of Agreement; No Third-Party Rights..................16
Section 27.    Severability of Provisions....................................16
Section 28.    Entire Agreement..............................................16
Section 29.    Binding Agreement.............................................16
Section 30.    Governing Law.................................................16
Section 31.    Amendments....................................................16
Section 32.    Counterparts..................................................16
Section 33.    Notices.......................................................16
Section 34.    Effectiveness.................................................16


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