EX-10.1






Exhibit 99.1









Liz Claiborne, Inc.

Plan Document




Effective January 1, 2005




Including Amendments Through December 31, 2008





 









 








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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Purpose
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 1 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 Selection/Enrollment/Eligibility
	 	 	7	 
	2.1 Eligibility
	 	 	8	 
	2.2 Enrollment Requirements
	 	 	8	 
	2.3 Commencement of Participation
	 	 	8	 
	2.4 Termination of Participation and/or Deferrals
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 3 Deferral Commitments/Employer Contributions/Crediting/Taxes
	 	 	8	 
	3.1 Minimum Deferral
	 	 	8	 
	3.2 Maximum Deferral
	 	 	9	 
	3.3 Election to Defer/Effect of Election Form
	 	 	9	 
	3.4 Withholding of Annual Deferral Amounts
	 	 	11	 
	3.5 Annual Employer Profit Sharing Amount
	 	 	11	 
	3.6 Annual Employer Matching Amount
	 	 	12	 
	3.7 Vesting
	 	 	12	 
	3.8 Crediting/Debiting of Account Balances
	 	 	13	 
	3.9 Payroll Reductions and Taxes
	 	 	16	 
	3.10 Distributions
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 4 Short-Term Payout/Unforeseeable Financial Emergencies
	 	 	17	 
	4.1 Short-Term Payout
	 	 	17	 
	4.2 Other Benefits Take Precedence Over Short-Term Payout
	 	 	18	 
	4.3 Withdrawal Payout/Termination of Deferral Election for
Unforeseeable Financial Emergencies
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 5 Retirement Benefit
	 	 	19	 
	5.1 Retirement Benefit
	 	 	19	 
	5.2 Payment of Retirement Benefit
	 	 	19	 






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	ARTICLE 6 Survivor Benefit
	 	 	20	 
	6.1 Pre-Retirement Survivor Benefit
	 	 	20	 
	6.2 Payment of Pre-Retirement Survivor Benefit
	 	 	20	 
	6.3 Death Prior to Completion of Termination Benefit, Retirement
Benefit or Disability Benefit
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 7 Termination Benefit
	 	 	20	 
	7.1 Termination Benefit
	 	 	20	 
	7.2 Payment of Termination Benefit
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 8 Disability Benefit
	 	 	21	 
	8.1 Disability Benefit
	 	 	21	 
	8.2 Payment of Disability Benefit
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 9 Beneficiary Designation
	 	 	21	 
	9.1 Beneficiary
	 	 	21	 
	9.2 Beneficiary Designation/Change
	 	 	21	 
	9.3 Acknowledgment
	 	 	22	 
	9.4 No Beneficiary Designation
	 	 	22	 
	9.5 Doubt as to Beneficiary
	 	 	22	 
	9.6 Discharge of Obligations
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 10 Termination/Amendment/Modification
	 	 	22	 
	10.1 Right Reserved
	 	 	22	 
	10.2 Action to Bind Company
	 	 	23	 
	10.3 Plan Agreement
	 	 	23	 
	10.4 Effect of Payment
	 	 	23	 
	10.5 Amendment to Ensure Proper Characterization of the Plan
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 11 Administration
	 	 	24	 
	11.1 Committee Duties
	 	 	24	 
	11.2 Agents
	 	 	24	 
	11.3 Binding Effect of Decisions
	 	 	24	 
	11.4 Indemnity of Committee
	 	 	24	 






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	ARTICLE 12 Other Benefits and Agreements
	 	 	24	 
	12.1 Coordination with Other Benefits
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 13 Claims Procedures
	 	 	25	 
	13.1 Scope of Claims Procedures
	 	 	25	 
	13.2 Initial Claim
	 	 	25	 
	13.3 Review Procedures
	 	 	27	 
	13.4 Calculation of Time Periods
	 	 	29	 
	13.5 Legal Action
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 14 Trust
	 	 	29	 
	14.1 Establishment of the Trust
	 	 	29	 
	14.2 Investment of Assets
	 	 	29	 
	14.3 Interrelationship of Plan and Trust
	 	 	29	 
	14.4 Distributions from the Trust
	 	 	30	 
	14.5 Effect of Termination of the Trust
	 	 	30	 
	 
	 	 	 	 
	ARTICLE 15 Miscellaneous
	 	 	31	 
	15.1 Status of Plan
	 	 	31	 
	15.2 Unsecured General Creditor
	 	 	31	 
	15.3 Unclaimed Benefits
	 	 	31	 
	15.4 Employer’s Liability
	 	 	31	 
	15.5 Nonassignability
	 	 	32	 
	15.6 Not a Contract of Employment
	 	 	32	 
	15.7 Furnishing Information
	 	 	32	 
	15.8 Terms
	 	 	32	 
	15.9 Captions
	 	 	32	 
	15.10 Governing Law
	 	 	33	 
	15.11 Notice to Committee
	 	 	33	 
	15.12 Successors
	 	 	33	 
	15.13 Spouse’s Interest
	 	 	33	 
	15.14 Validity of Provisions
	 	 	33	 
	15.15 Incompetent Recipient of Distribution
	 	 	33	 
	15.16 Court Order
	 	 	34	 
	15.17 Acceleration of Distribution
	 	 	34	 
	15.18 Delay in Payment
	 	 	34	 






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	15.19 USERRA
	 	 	34	 
	15.20 Insurance
	 	 	34	 
	15.21 Government and Other Regulations
	 	 	35	 
	 
	 	 	 	 
	ARTICLE 16 Special Section 409a Transition Rules Election
	 	 	35	 
	16.1 Election to Defer 2005 Compensation and/or Bonus
	 	 	35	 
	16.2 Distribution Election Changes
	 	 	35	 
	 
	 	 	 	 
	SCHEDULE A
	 	 	36	 






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LIZ CLAIBORNE, INC.




2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Effective January 1, 2005




Including Amendments Through December 31, 2008




Purpose




     The purpose of this Plan is to provide specified benefits to a select group of management or
highly compensated Associates of Liz Claiborne, Inc. (the “Company”) and its affiliates that have
adopted this Plan (collectively with the Company, the “Employer”). This Plan shall be unfunded for
tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended. This Plan is intended to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, as added by the American Jobs Creation Act of 2004 and the final
Treasury regulations or any other authoritative guidance issued thereunder.



     The Liz Claiborne, Inc. Frozen Supplemental Executive Retirement Plan (the “Frozen Plan”) sets
forth the terms and conditions applicable solely to amounts deferred prior to January 1, 2005, and
to employer contributions, if any, that were vested as of December 31, 2004, as determined for
purposes of Section 409A. The Frozen Plan is intended to comply with the “grandfather”
requirements applicable to pre-2005 deferrals and vested employer contributions that are not
subject to Section 409A.



     This document includes all amendments to the Plan through December 31, 2008.



ARTICLE 1

Definitions




     For purposes of this Plan, unless otherwise clearly apparent from the context, the following
phrases or terms shall have the following indicated meanings:




	1.1	 	“Account Balance” shall mean, with respect to a Participant, a credit on the records of the
Employer equal to the sum of (a) the Deferral Account balance, (b) the Employer Profit Sharing
Account balance and (c) the Employer Matching Account balance. The Account Balance, and each
other specified account balance, shall be a bookkeeping entry only and





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	 	 	shall be utilized solely as a device for the measurement and determination of the amounts to
be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.
	 
	1.2	 	“Annual Deferral Amount” shall mean that portion of a Participant’s SERP Compensation and
Bonus that a Participant elects to have, and is, deferred in accordance with Article 3, for
the Plan Year of reference. In the event that, prior to the end of a Plan Year, a Participant
experiences a Separation from Service, death or other event by which a deferral election may
cease hereunder, such year’s Annual Deferral Amount shall be the actual amount withheld prior
to such event.
	 
	1.3	 	“Annual Employer Matching Amount” shall mean, for the Plan Year of reference, the amount
determined in accordance with Section 3.6.
	 
	1.4	 	“Annual Employer Profit Sharing Amount” shall mean, for the Plan Year of reference, the
amount determined in accordance with Section 3.5.
	 
	1.5	 	“Associate” shall mean a person who is an employee of the Employer.
	 
	1.6	 	“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 9, that are entitled to receive benefits under this Plan upon the
death of a Participant.
	 
	1.7	 	“Beneficiary Designation Form” shall mean the form established from time to time by the
Committee to designate one or more Beneficiaries (which form may take the form of an
electronic transmission, if required or permitted by the Committee).
	 
	1.8	 	“Board” shall mean the board of directors of the Company.
	 
	1.9	 	“Bonus” shall mean any compensation payable to a Participant under any bonus arrangements
relating to services performed during any calendar year for the Employer.
	 
	1.10	 	“Claimant” shall have the meaning set forth in Section 13.2.
	 
	1.11	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
	 
	1.12	 	“Committee” shall mean the committee described in Section 11.1 or its designee.
	 
	1.13	 	“Company” shall mean Liz Claiborne, Inc., and any successor to all or substantially all of
the Company’s assets or business.
	 
	1.14	 	“Compensation” shall have the same meaning as provided in the 401(k) Plan.










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	1.15	 	“Compensation Limit” means, with respect to any plan year of the 401(k) Plan, the limit
established for such plan year pursuant to Code Section 401(a)(17).
	 
	1.16	 	“Deduction Limitation” shall mean the following described limitation on a benefit that may
otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise
provided, this limitation shall be applied to all distributions that are “subject to the
Deduction Limitation” under this Plan. If the Employer reasonably anticipates that, if any
distribution hereunder were made as scheduled, the Employer’s deduction with respect to that
distribution would not be permitted by reason of the limitation under Code Section 162(m),
then the Employer may defer that distribution, provided that all distributions that could be
deferred in accordance with this Section 1.16 are so deferred, and provided further that the
Employer treats payments to all similarly situated Participants on a reasonably consistent
basis. Any amounts deferred pursuant to this limitation shall continue to be credited/debited
with additional amounts in accordance with Section 3.8 below, even if such amount is being
paid out in installments. The amounts so deferred and amounts credited or debited thereon
shall be distributed to the Participant or his or her Beneficiary (in the event of the
Participant’s death) during the Participant’s first taxable year in which the Employer
reasonably anticipates, or reasonably should anticipate, that if the distribution is made its
deductibility will not be limited by Code Section 162(m), or, if later, following the
Participant’s Separation from Service in accordance with Section 5.2 or 7.2, as applicable.
	 
	1.17	 	“Deferral Account” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts,
plus (ii) amounts credited or debited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to his or her Deferral Account.
	 
	1.18	 	“Disability” or “Disabled” shall mean a period of disability during which a Participant (i)
is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months, (ii) is, by
reason of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than three (3)
months under an accident and health plan covering employees of the Employer or (iii) is
determined to be totally disabled by the Social Security Administration.
	 
	1.19	 	“Disability Benefit” shall mean the benefit set forth in Article 8.




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	1.20	 	“Effective Date” shall mean the effective date of the Plan, which is January 1, 2005.






	1.21	 	“Election Form” shall mean the form or forms established from time to time by the Committee
to make an election under the Plan (which form or forms may take the form of an electronic
transmission, if required or permitted by the Committee).






	1.22	 	“Employer” shall mean the Company and/or any of its subsidiaries and/or its parent and/or its
parent’s subsidiaries (now in existence or hereafter formed or acquired) that have been
selected by the Board to participate in the Plan and have adopted the Plan for their
Associates.






	1.23	 	“Employer Matching Account” shall mean (i) the sum of all of a Participant’s Annual Employer
Matching Amounts, plus (ii) amounts credited or debited in accordance with all the applicable
crediting provisions of this Plan that relate to the Participant’s Employer Matching Account,
less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to the Participant’s Employer Matching Account.
	 
	 	 	In addition to the foregoing, the Employer Matching Account of each Associate who is a
Participant as of January 1, 2005 shall be credited, as of January 1, 2005, with (i) Annual
Employer Matching Amounts in an amount equal to that portion (if any) of his or her
“employer matching account” under the Frozen Plan attributable to “annual employer matching
amounts” in which he or she had not yet become vested under the Frozen Plan as of December
31, 2004. Amounts (if any) credited under the Plan pursuant to the preceding sentence shall
continue to be subject to the same vesting schedule(s) to which they were subject under the
Frozen Plan, with service that had been credited for vesting purposes under the Frozen Plan
credited under this Plan.






	1.24	 	“Employer Profit Sharing Account” shall mean (i) the sum of the Participant’s Annual Employer
Profit Sharing Amounts, plus (ii) amounts credited or debited in accordance with all the
applicable crediting provisions of this Plan that relate to the Participant’s Employer Profit
Sharing Account, less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Participant’s Employer Profit Sharing
Account.
	 
	 	 	In addition to the foregoing, the Employer Profit Sharing Account of each Associate who is a
Participant as of January 1, 2005 shall be credited, as of January 1, 2005, with (i) Annual
Employer Profit Sharing Amounts in an amount equal to that portion (if any) of his or her
“employer profit sharing account” under the Frozen Plan attributable to “annual employer
profit sharing amounts” in which he or she had not yet become vested under the Frozen Plan
as of December 31, 2004. Amounts (if any) credited under the Plan pursuant to the preceding
sentence shall continue to be subject to the same vesting schedule(s) to which they were
subject under the Frozen Plan, with





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	 	 	service that had been credited for vesting purposes under the Frozen Plan credited under
this Plan.
	 
	1.25	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time.
	 
	1.26	 	“401(k) Plan” shall mean the Liz Claiborne 401(k) Savings and Profit Sharing Plan, as amended
from time to time.
	 
	1.27	 	“Frozen Plan” shall mean the Liz Claiborne, Inc. Frozen Supplemental Executive Retirement
Plan.
	 
	1.28	 	“Liz Claiborne Controlled Group” shall mean the Employers and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414(b)) which
includes an Employer and any trade or business (whether or not incorporated) which is under
common control (as defined in Code Section 414(c) with an Employer.
	 
	1.29	 	“Participant” shall mean any Associate who participates in the Plan as provided in Article 2.
	 
	1.30	 	“Plan” shall mean this 2005 Supplemental Executive Retirement Plan, as evidenced by this
instrument and by each Plan Agreement, as amended from time to time.
	 
	1.31	 	“Plan Agreement” shall mean a written agreement (which may take the form of an electronic
transmission, if required or permitted by the Committee), as may be amended from time to time,
which is entered into by and between the Employer and a Participant. Each Plan Agreement
shall provide for the entire benefit to which such Participant is entitled under the Plan;
should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of
acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and
shall govern such entitlement. The terms of any Plan Agreement may be different for any
Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan
or limit the benefits otherwise provided under the Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the Employer and the
Participant.
	 
	1.32	 	“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing
through December 31 of such calendar year during which this Plan is in effect.
	 
	1.33	 	“Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.










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	1.34	 	“Retirement”, “Retire(s)” or “Retired” shall mean Separation from Service for any reason
other than death or Disability on or after the earlier of the attainment of (i) age sixty five
(65) or (ii) age fifty-five (55) with ten (10) Years of Service.
	 
	1.35	 	“Retirement Benefit” shall mean the benefit set forth in Article 5.
	 
	1.36	 	“Section 409A” shall mean Code Section 409A and the Treasury regulations or other
authoritative guidance issued thereunder.
	 
	1.37	 	“Separation from Service” shall mean a Participant’s death, retirement, or other termination
of employment with the Liz Claiborne Controlled Group, subject to the following:






	 	(a)	 	For this purpose, the employment relationship is treated as continuing intact
while the individual is on military leave, sick leave, or other bona fide leave of
absence (such as temporary employment by the government) if the period of such leave
does not exceed six (6) months, or if longer, so long as the individual’s right to
reemployment with any member of the Liz Claiborne Controlled Group is provided either
by statute or by contract. If the period of leave exceeds six (6) months and the
individual’s right to reemployment is not provided either by statute or by contract,
the employment relationship is deemed to terminate on the first date immediately
following such six-month period.
	 
	 	(b)	 	The determination of whether a Participant has terminated employment shall be
determined based on the facts and circumstances in accordance with the rules set forth
in Section 409A and the regulations thereunder.






	1.38	 	“SERP Compensation” means Compensation without regard to the Compensation Limit (and without
regard to any Annual Deferral Amounts elected pursuant to this Plan) payable to a Participant
for services performed for the Employer during any calendar year.
	 
	1.39	 	“Short-Term Payout” shall mean the payout set forth in Section 4.1.
	 
	1.40	 	“Termination Benefit” shall mean the benefit set forth in Article 7.
	 
	1.41	 	“Termination of Employment” shall mean Separation from Service, voluntarily or involuntarily,
for any reason other than Retirement, Disability or death.
	 
	1.42	 	“Trust” shall mean the Trust established pursuant to this Plan, as amended from time to time.
The assets of the Trust shall be the property of the Employer.










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	1.43	 	“Unforeseeable Financial Emergency” shall mean a severe financial hardship to the Participant
resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the
Participant’s Beneficiary or a dependent of the Participant (as defined in Code Section
152(a), without regard to Code Section 152(b)(1), (b)(2) or (d)(1)(B)), (b) a loss of the
Participant’s property due to casualty (including the need to rebuild a home following damage
not otherwise covered by insurance, for example, not as a result of a natural disaster), or
(c) such other extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant, (e.g., imminent foreclosure of or eviction from the
Participant’s primary residence, the need to pay for medical expenses, including
non-refundable deductibles and prescription drugs, the need to pay funeral expenses of a
spouse, Beneficiary or dependent).
	 
	1.43	 	“Yearly Installment Method” shall be a yearly installment payment of a Participant’s Deferral
Account balance over one of the installment payout alternatives selected by the Participant in
accordance with this Plan, calculated as follows (subject to Section 3.10): The Deferral
Account balance of the Participant shall be calculated as of the close of business on the date
of reference (or, if the date of reference is not a business day, on the immediately following
business day), and shall be paid within 90 days thereafter. The date of reference with
respect to the first (1st) yearly installment payment shall be as provided in
Section 5.2 or 6.3, as applicable, and the date(s) of reference with respect to subsequent
yearly installment payments shall be each one (1) year anniversary of the first
(1st) yearly installment payment.
	 
	 	 	The installment payout alternative available for election by the Participant with respect to
the portion of his or her Retirement Benefit attributable to Annual Deferral Amounts is
substantially equal annual installments of between two (2) and ten (10) years. The yearly
installment shall be calculated by multiplying this balance by a fraction, the numerator of
which is one (1), and the denominator of which is the remaining number of yearly payments
due the Participant. By way of example, if the Participant elects a ten (10) year Yearly
Installment Method, the first payment shall be one-tenth (1/10) of the Deferral Account
balance (or applicable portion thereof), calculated as described in this definition. The
following year, the payment shall be one-ninth (1/9) of the Deferral Account balance (or
applicable portion thereof), calculated as described in this definition.
	 
	1.44	 	“Years of Service” shall have the same meaning as “Years of Vesting Service” is given in the
401(k) Plan.





ARTICLE 2

Selection/Enrollment/Eligibility




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	2.1	 	Eligibility. Participation in the Plan shall be limited to Associates whom the
Committee, in its sole discretion and pursuant to guidelines that the Committee may establish,
designates for participation, provided that no Associate may participate in the Plan unless he
or she is a member of a select group of management or highly compensated employees of the
Employer, as membership in such group is determined in accordance with Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA (which determination shall be made by the Committee, in its
sole discretion). An individual shall continue to be a Participant until his or her vested
Account Balance shall have been distributed in full, as provided herein. A spouse or former
spouse of a Participant shall not be treated as a Participant in the Plan or have an Account
Balance under the Plan under any circumstance.






	2.2	 	Enrollment Requirements. As a condition to participation, each selected Associate
shall complete and return to the Committee a Plan Agreement, an Election Form(s), an Insurance
Consent Form and a Beneficiary Designation Form, all within thirty (30) days after he or she
is notified of his or her eligibility to participate in the Plan. In addition, the Committee
shall establish from time to time such other enrollment requirements as it determines in its
sole discretion are necessary.






	2.3	 	Commencement of Participation. Provided a selected Associate has met all enrollment
requirements set forth in this Plan and required by the Committee, including returning all
required documents to the Committee within the specified time period, that Associate shall
commence participation in the Plan on the first day of the January or July which next follows
the month in which the Associate completes all enrollment requirements. If an Associate fails
to meet all such requirements within the period required, in accordance with Section 2.2, that
Associate shall not be eligible to participate in the Plan until the first day of the
following Plan Year, again subject to timely delivery to and acceptance by the Committee of
the required documents.






	2.4	 	Termination of Participation and/or Deferrals. If the Committee determines that a
Participant no longer qualifies as a member of a select group of management or highly
compensated employees, the Committee shall have the right, in its sole discretion, to prevent
the Participant from making future deferral elections and/or from being credited with any
further Annual Employer Matching Amounts or Annual Employer Profit Sharing Amounts.





ARTICLE 3

Deferral Commitments/Employer Contributions/Crediting/Taxes





	3.1	 	Minimum Deferral.




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	 	(a)	 	SERP Compensation and Bonus. Subject to Section 3.10, for each Plan
Year, a Participant may elect to defer, as his or her Annual Deferral Amount, SERP
Compensation and/or Bonus, if any, in the minimum amount of one percent (1%) in the
aggregate.
	 
	 	 	 	Notwithstanding the foregoing, the Committee may, in its sole discretion, establish
for any Plan Year a different minimum amount (including establishing different
minimum amounts for SERP Compensation and Bonuses). Subject to Section 409A, if an
election is made for less than stated minimum amount(s), or if no election is made,
the amount deferred for a given Plan Year shall be zero (0).
	 
	 	(b)	 	Short Plan Year. Notwithstanding the foregoing, if a Participant first
becomes a Participant after the first day of a Plan Year, the minimum deferral shall be
an amount equal to the minimum set forth above, multiplied by a fraction, the numerator
of which is the number of days remaining in the Plan Year and the denominator of which
is three hundred sixty-five (365).






	3.2	 	Maximum Deferral.






	 	(a)	 	SERP Compensation and Bonus. Subject to Section 3.10, for each Plan
Year, a Participant may elect to defer, as his or her Annual Deferral Amount, SERP
Compensation and/or Bonus, if any, up to the following maximum percentages for each
deferral elected:





	 	 	 	 	 
	Deferral Type	 	Maximum Percentage
	SERP Compensation

	 	 	50	%
	Bonus

	 	 	100	%







	 	(b)	 	Committee’s Discretion. Notwithstanding the foregoing, (i) the
Committee may, in its sole discretion, establish for any Plan Year maximum percentages
which differ from those set forth above, and (ii) if a Participant first becomes a
Participant after the first day of a Plan Year, the maximum Annual Deferral Amount
with respect to SERP Compensation shall be limited to the amount of such compensation
not yet earned by the Participant as of the date the Participant submits a Plan
Agreement and Election Form(s) to the Committee for acceptance.






	3.3	 	Election to Defer/Effect of Election Form.






	 	(a)	 	Timing of Election. Except as provided below, a Participant shall make
a deferral election with respect to SERP Compensation and/or Bonus, as follows:




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	 	(i)	 	General Rule. Except as otherwise provided in this paragraph,
an election to defer receipt of SERP Compensation and/or Bonus for services to
be performed during a Plan Year must be made during such period as shall be
established by the Committee which ends no later than the last day of the Plan
Year preceding the Plan Year in which the services giving rise to the SERP
Compensation and/or Bonus, as applicable, to be deferred are to be performed.
For these purposes, SERP Compensation payable after the last day of the Plan
Year for services performed during the final payroll period containing the last
day of the Plan Year shall be treated as SERP Compensation for services
performed in the subsequent Plan Year.
	 
	 	(ii)	 	First Year of Eligibility. In the case of the first Plan Year
in which an Associate first becomes eligible to become a Participant (or again
becomes eligible after having been ineligible for at least twenty four (24)
months), if and to the extent permitted by the Committee, the individual may
make an election no later than thirty (30) days after the date he or she
becomes eligible to become a Participant to defer SERP Compensation and/or
Bonus (as applicable) for services to be performed after the election. An
election will be deemed to apply to Bonus for services performed after the
election if the election applies to no more than an amount equal to the total
Bonus for the performance period multiplied by the ratio of the number of days
remaining in the performance period after the election over the total number of
days in the performance period.
	 
	 	 	 	This clause (ii) will not apply to an Associate who is a participant in any
other account balance deferred compensation plans maintained by any member of
the Liz Claiborne Controlled Group which is required to be aggregated with
this Plan under Section 409A.






	 	(b)	 	Manner of Election. For any Plan Year (or portion thereof), a deferral
election for amount(s) earned during that Plan Year (or portion thereof), and such
other elections as the Committee deems necessary or desirable under the Plan, shall be
made by timely delivering to the Committee, in accordance with its rules and
procedures, by the deadline(s) set forth above, an Election Form, along with such other
elections as the Committee deems necessary or desirable under the Plan (which other
elections, like the Election Form, may be made by an electronic transmission, if
required or permitted by the Committee). For these elections to be valid, a properly
completed Election Form(s) must be timely delivered to the Committee (in accordance
with Section 2.2 above) and





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	 	 	 	accepted by the Committee. If no such Election Form(s) is timely delivered for a
Plan Year (or portion thereof), the Annual Deferral Amount shall be zero (0) for
that Plan Year (or portion thereof). 
	 
	 	(c)	 	Cancellation of Election. The Committee may permit a Participant to
cancel a deferral election during a Plan Year if it determines either of the following
circumstances has occurred:






	 	(i)	 	The Participant has an Unforeseeable Emergency or a hardship
distribution (pursuant to Treasury Regulation §1.401(k)-1(d)(3)) from the
401(k) Plan. If approved by the Committee, such cancellation shall take effect
as of the first payroll period next following approval by the Committee.
	 
	 	(ii)	 	The Participant incurs a disability. If approved by the Plan
Administrator, such cancellation shall take effect no later than the end of the
Plan Year or the 15th day of the third month following the date Participant
incurs a “disability” as defined in this clause (ii). Solely for purposes of
this clause (ii), a “disability” refers to any medically determinable physical
or mental impairment resulting in the Participant’s inability to perform the
duties of his or her position or any substantially similar position, where such
impairment can be expected to result in death or can be expected to last for a
continuous period of not less than six months.






	 	 	 	If a Participant cancels a deferral election during a Plan Year, he or she will not
be permitted to make a new deferral election with respect to Compensation relating
to services performed during the same Plan Year.






	3.4	 	Withholding of Annual Deferral Amounts. For each Plan Year, the SERP Compensation
portion of the Annual Deferral Amount shall be withheld from each regularly scheduled SERP
Compensation payroll in equal amounts, as adjusted from time to time for increases and
decreases in SERP Compensation. The Bonus portion of the Annual Deferral Amount shall be
withheld at the time the Bonus are or otherwise would be paid to the Participant.






	3.5	 	Annual Employer Profit Sharing Amount. As soon as practicable after the close of
each Plan Year, if the Employer makes a profit sharing contribution under the 401(k) Plan for
the corresponding plan year of the 401(k) Plan, the Employer shall determine an Annual
Employer Profit Sharing Amount for each Participant hereunder who is entitled under the 401(k)
Plan to share in the allocation of such profit sharing contribution. The Annual




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	 	 	Employer Profit Sharing Amount for each such Participant for each Plan Year shall be equal
to the product of (a) multiplied by (b), reduced by (c), where:






	 	(a)	 	is the ratio of (i) the Employer’s profit sharing contribution to the 401(k)
Plan for the corresponding plan year of the 401(k) Plan, to (ii) the total
Compensation, during the plan year of the 401(k) Plan for which such profit sharing
contribution is made, of all 401(k) Plan participants entitled to share in the
allocation of such profit sharing contribution;
	 
	 	(b)	 	is the Participant’s SERP Compensation during such Plan Year; provided that, if
such SERP Compensation does not exceed the Compensation Limit for the corresponding
plan year of the 401(k) Plan, the Participant shall be deemed to have no SERP
Compensation for such Plan Year; and
	 
	 	(c)	 	is the profit sharing amount actually allocated to the Participant’s 401(k)
Plan account for the corresponding plan year of the 401(k) Plan.






	 	 	Each Participant’s Annual Employer Profit Sharing Amount shall be credited to his or her
Employer Profit Sharing Account as soon as administratively possible after the Company’s
declaration and payment of the profit sharing contribution under the 401(k) Plan.
	 
	3.6	 	Annual Employer Matching Amount. Each Participant who is eligible to participate in
the 401(k) Plan during any plan year of the 401(k) Plan, and who is eligible to share in the
allocation of the profit sharing contribution for such plan year of the 401(k) Plan, shall be
entitled to an Annual Employer Matching Amount for the corresponding Plan Year equal to the
applicable matching percentage under the 401(k) Plan for such plan year of the 401(k) Plan, as
determined by the Employer, multiplied by the amount by which the Participant’s SERP
Compensation during the corresponding Plan Year exceeds the Compensation Limit for such plan
year of the 401(k) Plan.
	 
	 	 	A Participant’s Annual Employer Matching Amount shall be credited to his or her Employer
Matching Account as soon as administratively possible after the last day of the Plan Year to
which it relates.






	3.7	 	Vesting. 






	 	(a)	 	A Participant shall at all times be one hundred percent (100%) vested in his or
her Deferral Account.
	 
	 	(b)	 	A Participant shall become vested in his or her Employer Matching Account and
his or her Employer Profit Sharing Account as and to the extent that the Participant
becomes vested in Employer matching contributions and Employer profit sharing
contributions, respectively, under the 401(k) Plan.










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	3.8	 	Crediting/Debiting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to a Participant’s Account Balance in
accordance with the following rules:






	 	(a)	 	Sub-Accounts. Separate sub-accounts shall be established and
maintained with respect to each Participant’s Account Balance (together, the
“Sub-Accounts”), each attributable to the portion of the Participant’s Account Balance
representing the same type of credited deferral or contribution. That is, for each
Plan Year, if and as applicable, one Sub-Account shall be attributable to the portion
of the Participant’s Account Balance which represents SERP Compensation deferrals,
another attributable to the portion of the Participant’s Account Balance which
represents Bonus deferrals, another attributable to the portion of the Participant’s
Account Balance which represents Annual Employer Matching Amounts, and another
attributable to the portion of the Participant’s Account Balance which represents
Annual Employer Profit Sharing Amounts.
	 
	 	(b)	 	Election of Measurement Funds. A Participant, in connection with his
or her initial deferral election in accordance with Section 3.3(a) above, shall elect,
on the Election Form(s), one or more Measurement Fund(s) (as described in Section
3.8(d) below) to be used to determine the additional amounts to be credited or debited
to each of his or her Sub-Accounts for the first business day of the Plan Year,
continuing thereafter unless changed in accordance with the next sentence. Commencing
with the first business day of the Plan Year, and continuing thereafter for the
remainder of the Plan Year (unless the Participant ceases during the Plan Year to
participate in the Plan), the Participant may (but is not required to) elect daily, by
submitting an Election Form(s) to the Committee that is accepted by the Committee
(which submission may take the form of an electronic transmission, if required or
permitted by the Committee), to add or delete one or more Measurement Fund(s) to be
used to determine the additional amounts to be credited or debited to each of his or
her Sub-Accounts, or to change the portion of each of his or her Sub-Accounts allocated
to each previously or newly elected Measurement Fund. If an election is made in
accordance with the previous sentence, it shall apply to the next business day and
continue thereafter for the remainder of the Plan Year (unless the Participant ceases
during the Plan Year to participate in the Plan), unless changed in accordance with the
previous sentence.
	 
	 	(c)	 	Proportionate Allocation. In making any election described in Section
3.8(b) above, the Participant shall specify on the Election Form(s), in whole
percentage points, the percentage of each of his or her Sub-Accounts to be allocated to
a










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	 	 	 	Measurement Fund (as if the Participant was making an investment in that Measurement
Fund with that portion of his or her Account Balance).
	 
	 	(d)	 	Measurement Funds. The Participant may elect one or more of the
Measurement Funds set forth on Schedule A (the “Measurement Funds”), for the
purpose of crediting or debiting additional amounts to his or her Account Balance. The
Committee may, in its sole discretion, discontinue, substitute or add a Measurement
Fund. Each such action will take effect as of the first business day that follows by
thirty (30) days the day on which the Committee gives Participants advance written
notice of such change. If the Committee receives an initial or revised Measurement
Fund(s) election which it deems to be incomplete, unclear or improper, the
Participant’s Measurement Fund(s) election then in effect shall remain in effect (or,
in the case of a deficiency in an initial Measurement Fund(s) election, the Participant
shall be deemed to have filed no deemed investment direction). If the Committee
possesses (or is deemed to possess as provided in the previous sentence) at any time
directions as to Measurement Funds of less than all of the Participant’s Account
Balance, the Participant shall be deemed to have directed that the undesignated portion
of the Account Balance be deemed to be invested in a money market, fixed income, or
other or similar Measurement Fund made available under the Plan as determined by the
Committee in its discretion. Each Participant hereunder, as a condition to his or her
participation hereunder, agrees to indemnify and hold harmless the Committee, the
Company and the Employer, and their agents and representatives, from any losses or
damages of any kind relating to (i) the Measurement Funds made available hereunder and
(ii) any discrepancy between the credits and debits to the Participant’s Account
Balance based on the performance of the Measurement Funds and what the credits and
debits otherwise might be in the case of an actual investment in the Measurement Funds.
	 
	 	(e)	 	Crediting or Debiting Method. The performance of each elected
Measurement Fund (either positive or negative) will be determined by the Committee, in
its sole discretion, based on the performance of the Measurement Funds themselves. A
Participant’s Account Balance shall be credited or debited on a daily basis based on
the performance of each Measurement Fund selected by the Participant, or as otherwise
determined by the Committee in its sole discretion, as though (i) a Participant’s
Account Balance were invested in the Measurement Fund(s) selected by the Participant,
in the percentages elected by the Participant as of such date, at the closing price on
such date; (ii) the portion of the Annual Deferral Amount that was actually deferred
was invested in the Measurement Fund(s) selected by the Participant, in the percentages
elected by the Participant, no later than the close of




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	 	 	 	business on the third (3rd) business day after the day on which such amounts are
actually deferred from the Participant’s SERP Compensation and Bonus through
reductions in his or her payroll, at the closing price on such date; (iii) any
Annual Employer Matching Amounts or Annual Employer Profit Sharing Amounts credited
to a Participant’s Account Balance were invested in the Measurement Fund(s) selected
by the Participant, in the percentages elected by the Participant, as soon as
administratively practicable following the date such amount(s) were credited to the
Participant’s Account Balance; and (iv) any distribution made to a Participant that
decreases such Participant’s Account Balance ceased being invested in the
Measurement Fund(s), in the percentages applicable to such calendar month, no
earlier than three (3) business days prior to the distribution, at the closing price
on such date.
	 
	 	(f)	 	Credits for Dividend Reinvestment. Whenever a cash dividend is paid on
Company Stock, the portion of each Participant’s Account Balance deemed invested in
Phantom Shares shall be credited as of the payment date with a number of Phantom Shares
(including any fractional share) equal to the quotient of (a) an amount equal to the
cash dividend payable on a number of shares of Company Stock equal to the number of
Phantom Shares (excluding any fractional share) standing credited to such Account
Balance at the record date divided by (b) the Fair Market Value of a share of Company
Stock on such payment date. In the event of a stock dividend or distribution, stock
split, recapitalization or the like, each Participant’s Account Balance shall be
credited as of the payment date with a number of Phantom Shares (including any
fractional share) equal to the number of shares (including any fractional share) of
Company Stock payable in respect of shares of Company Stock equal in number to the
number of Phantom Shares (excluding any fractional share) standing credit to such
Account Balance at the record date. For purposes of this Section 3.9(f), “Company
Stock” means the common stock of the Company; “Phantom Share” means a deemed investment
of a Participant’s Account Balance in a share of Company Stock; and “Fair Market Value”
means, on any date, the closing price per share of Company Stock reported on the New
York Stock Exchange for such date, or, if no trading occurs on such date, for the last
preceding day on which trading occurred.
	 
	 	(g)	 	No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to be used for
measurement purposes only, and a Participant’s election of any such Measurement Fund,
the allocation to his or her Account Balance thereto, the calculation of additional
amounts and the crediting or debiting of such amounts to a Participant’s Account
Balance shall not be considered or construed in any manner as an actual investment of
his or her Account Balance in any such Measurement Fund. In the 




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	 	 	 	event that the Employer or the
trustee (as that term is defined in the Trust), in its own discretion, decides to
invest funds in any or all of the Measurement Funds, no Participant shall have any
rights in or to such investments themselves. Without limiting the foregoing, a
Participant’s Account Balance shall at all times be a bookkeeping entry only and
shall not represent any investment made on his or her behalf by the Employer or the
Trust; the Participant shall at all times remain an unsecured general creditor of
his or her Employer.
	 
	 	(h)	 	Beneficiary Elections. Each reference in this Section 3.8 to a
Participant shall be deemed to include, where applicable, a reference to a Beneficiary.
	 
	 	(i)	 	Operational Rules. The Committee may adopt rules specifying the
circumstances under which a particular Measurement Fund may be elected (or
automatically utilized as a deemed investment in accordance with paragraph (d)), the
minimum and maximum amount or percentage of an Account Balance which may be invested in
a particular Measurement Fund, the procedures for making or changing investment
elections and the extent (if any) to which Beneficiaries of deceased Participants may
make investment elections.






	3.9	 	Payroll Reductions and Taxes.






	 	(a)	 	Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Employer shall withhold from
that portion of the Participant’s SERP Compensation and/or Bonus that is not being
deferred, in a manner determined by the Employer, the Participant’s share of FICA and
other employment taxes on such Annual Deferral Amount. If necessary, the Committee may
reduce the Annual Deferral Amount in order to comply with this Section 3.9. In
addition, the Committee may reduce the Annual Deferral Amount as permitted by Section
409A to the extent necessary to make any other payroll reductions elected by the
Participant or required under any other benefit plan of the Employer (e.g., reductions
for contributions to a cafeteria plan (as defined in Code Section 125(d) ).
	 
	 	(b)	 	Annual Employer Matching Amounts and Annual Employer Profit Sharing
Amounts. When a Participant becomes vested in a portion of his or her Employer
Matching Account or Employer Profit Sharing Account, the Employer shall have the
discretion to withhold from the Participant’s SERP Compensation and/or Bonus that are
not deferred, in a manner determined by the Employer, the Participant’s share of FICA
and other employment taxes. If necessary, the Committee may reduce the
vested portion of the Participant’s Employer Matching Account or Employer Profit
Sharing Account in order to comply with this Section 3.9.






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	3.10	 	Distributions. Notwithstanding anything herein to the contrary, any payments made to
a Participant under this Plan shall be in cash form, and the Employer, or the trustee of the
Trust, shall withhold from any payments made to a Participant under this Plan all Federal,
state and local income, employment and other taxes required to be withheld by the Employer, or
the trustee of the Trust, in connection with such payments, in amounts and in a manner to be
determined in the sole discretion of the Employer and the trustee of the Trust. Any payment
made to a Participant under this Plan shall be made on or as soon as practicable after the
payment date or event specified herein; provided, however, such payment shall not be
made later than the later of (i) the last day of the calendar year in which the payment date
or event occurs, or, if later, the fifteenth (15th) day of the third
(3rd) calendar month following the date of the payment date or event, or (ii) the
last day of such other, extended period as the IRS may prescribe, such as in the case of
disputed payments or refusals to pay, provided the conditions of such extension have been
satisfied. If a Participant who experiences a Separation from Service is rehired, his or her
distributions hereunder may not be suspended until his or her subsequent Separation from
Service.





ARTICLE 4

Short-Term Payout/Unforeseeable Financial Emergencies





	4.1	 	Short-Term Payout. At the same time that a Participant elects to defer an Annual
Deferral Amount for a given Plan Year, the Participant may elect to receive a future
“Short-Term Payout” from the Plan in accordance with the following rules:






	 	(a)	 	The Participant’s Short-Term Payout election must be made by the deadline(s)
set forth in Section 3.3(a) for making a deferral election in respect of the SERP
Compensation and/or Bonus to which it relates, and is irrevocable after that deadline
has passed.
	 
	 	(b)	 	Subject to such requirements as may be imposed by the Committee, a Participant
may make separate Short-Term Payout elections in respect of the SERP Compensation
and/or Bonus portions of his or her Annual Deferral Amount.
	 
	 	(c)	 	Subject to the Deduction Limitation and to Section 3.10, the Short-Term Payout
shall be a lump sum payment in an amount that is equal to the Annual Deferral Amount
(or applicable portion thereof), plus or minus amounts credited or debited thereto in
the manner provided in Section 3.8, determined at the time that the Short-Term Payout
becomes payable.




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	 	(d)	 	Subject to the Deduction Limitation and the other terms and conditions of this
Plan, each Short-Term Payout elected shall be paid out during the month of March of any
Plan Year designated by the Participant that is at least three (3) Plan Years after the
Plan Year of the Annual Deferral Amount, as specifically elected by the Participant.
By way of example, if a three (3) year Short-Term Payout is elected for Annual Deferral
Amounts that are deferred in the Plan Year commencing January 1, 2006, the three (3)
year Short-Term Payout would become payable during March of 2010.
	 
	 	(e)	 	Notwithstanding the preceding sentences or any other provision of this Plan
that may be construed to the contrary other than the special Section 409A transition
rule distribution election changes permitted by Section 16.2, a Participant who is an
active Associate may, with respect to each Short-Term Payout, on a form determined by
the Committee, make one or more additional deferral elections (a “Subsequent Election”)
to defer in whole or in part the payment of such Short-Term Payout to the March of a
Plan Year subsequent to the Plan Year originally (or subsequently) elected in
accordance with the following rules:






	 	(i)	 	such Subsequent Election must be accepted by the Committee no
later than one (1) year prior to the first day of the Plan Year in which, but
for the Subsequent Election, such Short-Term Payout would be paid, and
	 
	 	(ii)	 	such Subsequent Election provides for a deferral of at least
five (5) Plan Years following the Plan Year in which the Short-Term Payout, but
for the Subsequent Election, would be paid.






	 	 	Any amounts credited to the Participant’s Employer Profit Sharing Account or Employer
Matching Account shall not be eligible for a Short-Term Payout under the Plan.
	 
	4.2	 	Other Benefits Take Precedence Over Short-Term Payout. Should an event occur that
triggers a benefit under Article 5, 6, 7 or 8 prior to the payment of amounts that are subject
to a Short-Term Payout Election (as extended) under Section 4.1, any amounts that are subject
to a Short-Term Payout election shall not be paid in accordance with Section 4.1 but shall be
paid in accordance with the other applicable Article.
	 
	4.3	 	Withdrawal Payout/Termination of Deferral Election for Unforeseeable Financial
Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Committee to (i) halt any deferrals required to be made by a
Participant and (ii) receive a partial or full payout from the Plan. The payout shall not
exceed the lesser of the Participant’s Deferral Account balance or the amount





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	 	 	reasonably needed to satisfy the Unforeseeable Financial Emergency plus amounts necessary to
pay taxes reasonably anticipated as a result of the payouts, after taking into account the
extent to which the Unforeseeable Financial Emergency is or may be relieved through
reimbursement or compensation by insurance or otherwise, by liquidation of the
Participant‘s assets (to the extent the liquidation of assets would not itself
cause severe financial hardship) or by termination of deferrals hereunder. If, subject to
the sole discretion of the Committee, the petition for a termination of deferrals and payout
is approved, cessation shall take effect upon the date of approval and any payout shall be
made within sixty (60) days of the date of approval. The payment of any amount under this
Section 4.3 shall be subject to Section 3.10, but shall not be subject to the Deduction
Limitation.





ARTICLE 5

Retirement Benefit





	5.1	 	Retirement Benefit. Subject to the Deduction Limitation and to Section 3.10, a
Participant who Retires shall receive, as a Retirement Benefit, his or her vested Account
Balance (or applicable portion thereof).
	 
	5.2	 	Payment of Retirement Benefit. At the same time that a Participant elects to defer
an Annual Deferral Amount for a given Plan Year, the Participant may elect to receive that
portion of the Retirement Benefit attributable to the Annual Deferral Amount in a lump sum or
pursuant to one of the available Yearly Installment Methods; provided, however, that if a
yearly Installment Method is elected and the present value of the installments falls below
fifty thousand dollars ($50,000), payment of the remaining installments shall be in a lump sum
as permitted by Section 409A. Subject to such requirements as may be imposed by the
Committee, a Participant may make separate Retirement Benefit distribution elections in
respect of the SERP Compensation and/or Bonus portions of his or her Annual Deferral Amount.
The Participant may not change his or her Retirement Benefit election subsequent to the
deadline for electing to defer the SERP Compensation or Bonus to which such Retirement Benefit
election relates (as described in Section 3.3) except as provided by the special Section 409A
transition rule distribution election changes permitted by Section 16.2.
	 
	 	 	If a Participant does not make any election with respect to the payment of any portion of
the Retirement Benefit, then such portion shall be paid in a lump sum. Any amounts credited
to the Participant’s Employer Matching Account or Employer Profit Sharing Account shall be
payable under the Plan solely in the form of a lump sum and shall not be eligible for
installment distribution.




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	 	 	Any lump sum payment of the Retirement Benefit shall be made, and any installments payments
shall commence, during the March or September next following the date of the Participant’s
Retirement, as follows: (a) if the Participant’s Retirement occurs during March through
August of any Plan Year, the Retirement Benefit shall be paid (or shall commence) during
March of the next following Plan Year ; (b) if the Participant’s Retirement occurs during
September through February of any Plan Year, the Retirement Benefit shall be paid (or shall
commence) during the next following September .





ARTICLE 6

Survivor Benefit





	6.1	 	Pre-Retirement Survivor Benefit. A Participant’s Beneficiary shall receive a
Pre-Retirement Survivor Benefit equal to the Participant’s vested Account Balance if the
Participant dies before he or she Retires or experiences a Termination of Employment or
suffers a Disability.
	 
	6.2	 	Payment of Pre-Retirement Survivor Benefit. A Participant shall receive his or her
Pre-Retirement Survivor Benefit in a lump sum during either the March or September next
following the date on which the Committee receives proof that is satisfactory to the Committee
of the Participant’s death. Any payment made hereunder shall be subject to Section 3.10, but
shall not be subject to the Deduction Limitation.
	 
	6.3	 	Death Prior to Completion of Termination Benefit, Retirement Benefit or Disability
Benefit. If a Participant dies after Termination of Employment, Retirement or Disability,
but before the Termination Benefit, Retirement Benefit or Disability Benefit is paid in full,
the Participant’s unpaid Termination Benefit, Retirement Benefit or Disability Benefit
payments shall continue and shall be paid to the Participant’s Beneficiary in the same manner
(e.g., over the remaining number of years if yearly installments were elected) and in the same
amounts as that benefit would have been paid to the Participant had the Participant survived.
Any payment made hereunder shall be subject to Section 3.10, but shall not be subject to the
Deduction Limitation.





ARTICLE 7

Termination Benefit





	7.1	 	Termination Benefit. Subject to the Deduction Limitation and to Section 3.10, a
Participant shall receive a Termination Benefit, which shall be equal to the Participant’s




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	 	 	vested Account Balance, if the Participant experiences a Termination of Employment prior to
his or her Retirement, death or Separation from Service due to Disability.






	7.2	 	Payment of Termination Benefit. A Participant shall receive his or her Termination
Benefit in a lump sum during either the March or September next following the date of the
Participant’s Termination of Employment, as follows: (a) if the Participant’s Termination of
Employment occurs during March through August of any Plan Year, the Termination Benefit shall
be paid during March of the following Plan Year ; (b) if the Participant’s Termination of
Employment occurs during September through February of any Plan Year, the Termination Benefit
shall be paid during the next following September .





ARTICLE 8

Disability Benefit





	8.1	 	Disability Benefit. A Participant shall receive a Disability Benefit, which shall be
equal to the Participant’s vested Account Balance, if the Participant becomes Disabled prior
to his or her Retirement, Termination of Employment or death.
	 
	8.2	 	Payment of Disability Benefit. A Participant shall receive his or her Disability
Benefit in a lump sum during either the March or September next following the date on which
the Participant is determined by the Committee to be suffering from a Disability. Any payment
made hereunder shall be subject to Section 3.10, but shall not be subject to the Deduction
Limitation.





ARTICLE 9

Beneficiary Designation





	9.1	 	Beneficiary. Each Participant shall have the right, at any time, to designate his or
her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable
under the Plan upon the death of a Participant. The Beneficiary designated under this Plan
may be the same as or different from the Beneficiary designation under any other plan of the
Employer in which the Participant participates.
	 
	9.2	 	Beneficiary Designation/Change. A Participant shall designate his or her Beneficiary
by completing the Beneficiary Designation Form, and returning it to the Committee or its
designated agent. A Participant shall have the right to change a Beneficiary by completing
and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s
rules and procedures, as in effect from time to time.





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	 	 	Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled. The Committee shall be entitled to rely on
the last Beneficiary Designation Form filed by the Participant and accepted by the Committee
prior to his or her death.






	9.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until a properly completed Beneficiary Designation Form is received by the Committee
or its designated agent.
	 
	9.4	 	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be his or her designated (or deemed)
beneficiary under the 401(k) Plan.
	 
	9.5	 	Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary
to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in
its discretion, to cause the Participant’s Employer to withhold such payments until this
matter is resolved to the Committee’s satisfaction.
	 
	9.6	 	Discharge of Obligations. The payment of benefits under the Plan to a person
believed in good faith by the Committee to be a valid Beneficiary shall fully and completely
discharge the Company, the Employer and the Committee from all further obligations under this
Plan with respect to the Participant, and that Participant’s Plan Agreement shall terminate
upon such full payment of benefits.





ARTICLE 10

Termination/Amendment/Modification





	10.1	 	Right Reserved.






	 	(a)	 	Subject to Section 10.2, the Committee may at any time amend the Plan,
retroactively or otherwise, in any respect or terminate the Plan. However, no such
amendment or termination shall reduce any Participant’s Account Balance determined as
though the date of such amendment or termination were the date of his or her
Termination of Employment. No amendment shall increase Plan benefits, or broaden Plan
eligibility, without action by the Board.




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	 	(b)	 	Notwithstanding a termination of the Plan, earnings shall continue to be
credited to each Participant’s Account Balance pursuant to Section 3.8 until such time
as such Account Balance is terminated pursuant to Section 10.1(c) or 10.4.
	 
	 	(c)	 	Upon a termination of the Plan in accordance with the requirements,
restrictions and limitations of Section 1.409A-3(j)(4)(ix) of the Treasury regulations,
the Plan Agreements of the affected Participants shall terminate and they shall be paid
in a single lump sum distribution their remaining unpaid vested Account Balances,
whereupon all Employer obligations hereunder shall be terminated (but not to commence
before or end after any distribution period required by Section 409A). If, due to the
circumstances surrounding the Plan termination, a distribution of a
Participant‘s vested Account Balance upon Plan termination is not permitted
by Section 409A, the payment of the vested Account Balance shall be made only after
Plan benefits otherwise become due hereunder.






	 	 	Without limiting the generality of the foregoing, the Employer specifically reserves the
right to terminate and liquidate the Plan in accordance with the requirements of Section
409A.
	 
	10.2	 	Action to Bind Company. Upon the execution of the Plan by the Company, each other
Employer designates the Company as its agent to administer the Plan. Any amendment or
termination of the Plan by the Company shall be binding upon each other Employer.
	 
	10.3	 	Plan Agreement. Despite the provisions of Section 10.1 above, if a Participant’s
Plan Agreement contains benefits or limitations that are not in this Plan document, the
Company may only amend or terminate such provisions with the consent of the Participant.
	 
	10.4	 	Effect of Payment. The full payment of the applicable benefit under Articles 4, 5,
6, 7 or 8 of the Plan shall completely discharge all obligations to a Participant and his or
her designated Beneficiaries under this Plan and the Participant’s Plan Agreement shall
terminate.
	 
	10.5	 	Amendment to Ensure Proper Characterization of the Plan. Notwithstanding the
previous Sections of this Article, the Plan may be amended at any time, retroactively if
required, if found necessary, in the opinion of the Company, in order to ensure that the Plan
is characterized as a non-tax-qualified “top hat” plan of deferred compensation maintained for
a select group of management or highly compensated employees, as described under ERISA
sections 201(2), 301(a)(3) and 401(a)(1), to conform the Plan to the provisions of Section
409A and to ensure that amounts under the Plan are not considered to be taxed to a Participant
under the Federal income tax laws prior to the Participant’s receipt of the





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	 	 	amounts or to conform the Plan and the Trust to the provisions and requirements of any
applicable law (including ERISA and the Code).





ARTICLE 11

Administration





	11.1	 	Committee Duties. This Plan shall be administered by a Committee which the Board
shall designate or appoint from time to time. Members of the Committee may be Participants
under this Plan. The Committee shall have the discretion and authority to (i) interpret and
enforce all appropriate rules and regulations for the administration of this Plan and
(ii) decide or resolve any and all questions including interpretations of this Plan, as may
arise in connection with the Plan. Any individual serving on the Committee who is a
Participant shall not vote or act on any matter relating solely to himself or herself. When
making a determination or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Employer.
	 
	11.2	 	Agents. In the administration of this Plan, the Committee may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit (including acting
through a duly appointed representative) and may from time to time consult with counsel who
may be counsel to the Employer.
	 
	11.3	 	Binding Effect of Decisions. The decision or action of the Committee with respect to
any question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.
	 
	11.4	 	Indemnification of Committee Members. The Employer shall indemnify and hold harmless
the members of the Committee, its appointees, and any Associate to whom the duties of the
Committee may be delegated, against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this Plan, except in the
case of willful misconduct by the Committee or any of its members or any such Associate. This
indemnification shall be in addition to, and not in limitation of, any other indemnification
protections of the Committee.





ARTICLE 12

Other Benefits and Agreements




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	12.1	 	Coordination with Other Benefits. The benefits provided for a Participant or a
Participant’s Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program for Associates of the Participant’s Employer.
The Plan shall supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.





ARTICLE 13

Claims Procedures





	13.1	 	Scope of Claims Procedures. This Article is based on the claims procedures required
by ERISA Section 503 and the regulations set forth at 29 C.F.R. section 2560.503-1. If any
provision of this Article conflicts with the requirements of those regulations, the
requirements of those regulations will prevail.
	 
	 	 	For purposes of this Article, references to disability benefit claims are intended to
describe claims made by Participants for Disability Benefits payable pursuant to Article 8,
but only if and to the extent that such claims require an independent determination by the
Committee that the Participant is or is not suffering from a Disability, within the meaning
Section 1.18. If the Committee’s determination is based entirely on a disability
determination made by another party, such as the Social Security Administration or another
federal or state agency or an insurer with respect to a disability insurance policy covering
the Participant, the Participant’s claim shall not be treated as a disability claim for
purposes of the special provisions of this Article that apply to claims for which an
independent determination of disability is required.
	 
	13.2	 	Initial Claim. A Participant or Beneficiary who believes he or she is entitled to
any benefit under the Plan (a “Claimant”) may file a claim with the Committee. The Committee
shall review the claim itself or appoint an individual or an entity to review the claim.






	 	(a)	 	Benefit Claims that do not Require a Determination of Disability. If
the claim is for a benefit other than one that requires a determination by the
Committee of a Participant’s Disability, the Claimant shall be notified within ninety
(90) days after the claim is filed whether the claim is allowed or denied, unless the
Claimant receives written notice from the Committee or appointee of the Committee prior
to the end of the ninety (90) day period stating that special circumstances require an
extension of the time for decision, such extension not to extend beyond the day which
is one hundred eighty (180) days after the day the claim is filed.




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	 	(b)	 	Disability Benefit Claims. In the case of a benefits claim that
requires an independent determination by the Committee of a Participant’s Disability
status, the Committee shall notify the Claimant of the Plan’s adverse benefit
determination within a reasonable period of time, but not later than forty-five (45)
days after receipt of the claim. If, due to matters beyond the control of the Plan,
the Committee needs additional time to process a claim, the Claimant will be notified,
within forty-five (45) days after the Committee receives the claim, of those
circumstances and of when the Committee expects to make its decision but not beyond
seventy-five (75) days. If, prior to the end of the extension period, due to matters
beyond the control of the Plan, a decision cannot be rendered within that extension
period, the period for making the determination may be extended for up to one hundred
five (105) days, provided that the Committee notifies the Claimant of the circumstances
requiring the extension and the date as of which the Plan expects to render a decision.
The extension notice shall specifically explain the standards on which the
determination of a Disability is based, the unresolved issues that prevent a decision
on the claim and the additional information needed from the Claimant to resolve those
issues, and the Claimant shall be afforded at least forty-five (45) days within which
to provide the specified information.
	 
	 	(c)	 	Manner and Content of Denial of Initial Claims. If the Committee
denies a claim, it must provide to the Claimant, in writing or by electronic
communication:






	 	(i)	 	The specific reasons for the denial;
	 
	 	(ii)	 	A reference to the Plan provision or insurance contract
provision upon which the denial is based;
	 
	 	(iii)	 	A description of any additional information or material that
the Claimant must provide in order to perfect the claim;
	 
	 	(iv)	 	An explanation of why such additional material or information
is necessary;
	 
	 	(v)	 	Notice that the Claimant has a right to request a review of the
claim denial and information on the steps to be taken if the Claimant wishes to
request a review of the claim denial; and
	 
	 	(vi)	 	A statement of the participant’s right to bring a civil action
under ERISA Section 502(a) following a denial on review of the initial denial.






	 	 	 	In addition, in the case of a denial of benefits on the basis of the Committee’s
independent determination of the Participant’s Disability status, the Committee will





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	 	 	 	provide a copy of any rule, guideline, protocol, or other similar criterion relied
upon in making the adverse determination (or a statement that the same will be
provided upon request by the Claimant and without charge).






	13.3	 	Review Procedures.






	 	(a)	 	Benefit Claims that do not Require a Determination of Disability.
Except for claims requiring an independent determination of a Participant’s Disability
status, a request for review of a denied claim must be made in writing to the Committee
within sixty (60) days after receiving notice of denial. The decision upon review will
be made within sixty (60) days after the Committee’s receipt of a request for review,
unless special circumstances require an extension of time for processing, in which case
a decision will be rendered not later than one hundred twenty (120) days after receipt
of a request for review. A notice of such an extension must be provided to the
Claimant within the initial sixty (60) day period and must explain the special
circumstances and provide an expected date of decision.
	 
	 	 	 	The reviewer shall afford the Claimant an opportunity to review and receive, without
charge, all relevant documents, information and records and to submit issues and
comments in writing to the Committee. The reviewer shall take into account all
comments, documents, records and other information submitted by the Claimant
relating to the claim regardless of whether the information was submitted or
considered in the initial benefit determination.
	 
	 	(b)	 	Disability Benefit Claims. In addition to having the right to review
documents and submit comments as described in (a) above, a Claimant whose claim for
benefits requires an independent determination by the Committee of the Participant’s
Disability status has at least one hundred eighty (180) days following receipt of a
notification of an adverse benefit determination within which to request a review of
the initial determination. In such cases, the review will meet the following
requirements:






	 	(i)	 	The Plan will provide a review that does not afford deference
to the initial adverse benefit determination and that is conducted by an
appropriate named fiduciary of the Plan who did not make the initial
determination that is the subject of the appeal, nor by a subordinate of the
individual who made the determination.
	 
	 	(ii)	 	The appropriate named fiduciary of the Plan will consult with a
health care professional who has appropriate training and experience in the
field of medicine involved in the medical judgment before making a decision on





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	 	 	 	review of any adverse initial determination based in whole or in part on a
medical judgment. The professional engaged for purposes of a consultation in
the preceding sentence shall not be an individual who was consulted in
connection with the initial determination that is the subject of the appeal
or the subordinate of any such individual.






	 	(iii)	 	The Plan will identify to the Claimant the medical or
vocational experts whose advice was obtained on behalf of the Plan in
connection with the review, without regard to whether the advice was relied
upon in making the benefit review determination.
	 
	 	(iv)	 	The decision on review will be made within forty-five (45) days
after the Committee’s receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision will be rendered not later than ninety (90) days after receipt of a
request for review. A notice of such an extension must be provided to the
Claimant within the initial forty-five (45) day period and must explain the
special circumstances and provide an expected date of decision.






	 	(c)	 	Manner and Content of Notice of Decision on Review. Upon completion of
its review of an adverse initial claim determination, the Committee will give the
Claimant, in writing or by electronic notification, a notice containing:






	 	(i)	 	its decision;
	 
	 	(ii)	 	the specific reasons for the decision;
	 
	 	(iii)	 	the relevant Plan provisions or insurance contract provisions
on which its decision is based;
	 
	 	(iv)	 	a statement that the Claimant is entitled to receive, upon
request and without charge, reasonable access to, and copies of, all documents,
records and other information in the Plan’s files which is relevant to the
Claimant’s claim for benefits;
	 
	 	(v)	 	a statement describing the Claimant’s right to bring an action
for judicial review under ERISA Section 502(a); and
	 
	 	(vi)	 	if an internal rule, guideline, protocol or other similar
criterion was relied upon in making the adverse determination on review, a
statement that a copy of the rule, guideline, protocol or other similar
criterion will be provided without charge to the Claimant upon request.





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	13.4	 	Calculation of Time Periods. For purposes of the time periods specified in this
Article, the period of time during which a benefit determination is required to be made begins
at the time a claim is filed in accordance with the Plan procedures without regard to whether
all the information necessary to make a decision accompanies the claim. If a period of time
is extended due to a Claimant’s failure to submit all information necessary, the period for
making the determination shall be tolled from the date the notification is sent to the
Claimant until the date the Claimant responds.
	 
	13.5	 	Legal Action. If the Plan fails to follow the claims procedures required by this
Article, a Claimant shall be deemed to have exhausted the administrative remedies available
under the Plan and shall be entitled to pursue any available remedy under ERISA Section 502(a)
on the basis that the Plan has failed to provide a reasonable claims procedure that would
yield a decision on the merits of the claim. A Claimant’s compliance with the foregoing
provisions of this Article is a mandatory prerequisite to a Claimant’s right to commence any
legal action with respect to any claims for benefits under the Plan.





ARTICLE 14

Trust





	14.1	 	Establishment of the Trust. The Company has established the Trust, and each Employer
intends, but is not required, to transfer over to the Trust annually such assets as the
Employer determines, in its sole discretion, are appropriate to provide for its respective
future liabilities created with respect to the Annual Deferral Amounts, Annual Employer Profit
Sharing Amounts, and Annual Employer Matching Amounts for the Employer’s Participants.
	 
	3.8	 	Investment of Trust Assets. The trustee of the Trust shall be authorized, upon
written instructions received from the Committee or investment manager appointed by the
Committee, to invest and reinvest the assets of the Trust in accordance with the applicable
Trust agreement, including the reinvestment of the proceeds in one or more investment vehicles
designated by the Committee.
	 
	14.2	 	Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the Employer, Participants and
the creditors of the Employer to the assets transferred to the Trust. The Employer shall at
all times remain liable to carry out its obligations under the Plan.




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	14.3	 	Distributions from the Trust. The Employer’s obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employer’s obligations under this Plan.
	 
	14.4	 	Effect of Termination of the Trust. If the Trust terminates in accordance with the
provisions of the Trust and benefits are distributed from the Trust to a Participant in
accordance with such provisions, the Participant’s benefits under this Plan shall be reduced
to the extent of such distributions.




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ARTICLE 15

Miscellaneous





	15.1	 	Status of Plan. The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group of management
or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1). The Plan shall be administered and interpreted to the extent possible in a manner
consistent with that intent.
	 
	15.2	 	Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any property or
assets of the Employer. For purposes of the payment of benefits under this Plan, any and all
of the Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of
the Employer. The Employer’s obligation under the Plan shall be merely that of an unfunded
and unsecured promise to pay money in the future.
	 
	15.3	 	Unclaimed Benefits. Neither the Committee nor the Company nor the Employer shall be
obliged to search for any Participant or Beneficiary beyond the sending of a registered letter
to such last known address. If the Committee notifies any Participant or Beneficiary that he
or she is entitled to an amount under the Plan and the Participant or Beneficiary fails to
claim such amount or make his or her location known to the Committee within three (3) years
thereafter, then, except as otherwise required by law, if the location of one or more of the
next of kin of the Participant is known to the Committee, the Committee may direct
distribution of such amount to any one or more or all of such next of kin, and in such
proportions as the Committee determines. If the location of none of the foregoing persons can
be determined, the Committee shall have the right to direct that the amount payable shall be
deemed to be a forfeiture and paid to the Employer, except that the dollar amount of the
forfeiture, unadjusted for deemed gains or losses in the interim, shall be paid by the
Employer if a claim for the benefit subsequently is made by the Beneficiary of the Participant
to whom it was payable. If a benefit payable to an unlocated Participant or Beneficiary is
subject to escheat pursuant to applicable state law, neither the Committee nor the Company nor
the Employer shall be liable to any person for any payment made in accordance with such law.
	 
	15.4	 	Employer’s Liability. The Employer’s liability for the payment of benefits shall be
defined only by the Plan and the Plan Agreement, as entered into between the Employer





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	 	 	and a Participant. The Employer shall have no obligation to a Participant under the Plan
except as expressly provided in the Plan and his or her Plan Agreement.






	15.5	 	Nonassignability. Subject to Section 3.10, neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt,
the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to
which are expressly declared to be, unassignable and non-transferable. Subject to Section
15.15, no part of the amounts payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, be transferable by operation
of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be
transferable to a spouse as a result of a property settlement or otherwise.
	 
	15.6	 	Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between the Employer and the Participant. Such
employment is hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment agreement. Nothing in this
Plan shall be deemed to give a Participant the right to be retained in the service of the
Employer or to interfere with the right of the Employer to discipline or discharge the
Participant at any time.
	 
	15.7	 	Furnishing Information. A Participant or his or her Beneficiary will cooperate with
the Committee by furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration of the Plan and
the payments of benefits hereunder, as the Committee may deem necessary.
	 
	15.8	 	Terms. Whenever any words are used herein in the masculine, they shall be construed
as though they were in the feminine in all cases where they would so apply; and whenever any
words are used herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where they would so
apply.
	 
	15.9	 	Captions. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.




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	15.10	 	Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of New Jersey without regard to its conflicts of
laws principles.
	 
	15.11	 	Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:





Director of Benefits

Liz Claiborne, Inc.

1 Claiborne Avenue, HQ2, 7th Floor

North Bergen, New Jersey 07047





	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.
	 
	 	 	Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Participant.
	 
	15.12	 	Successors. The provisions of this Plan shall bind and inure to the benefit of the
Employer and its successors and assigns and the Participant and the Participant’s designated
Beneficiaries.
	 
	15.13	 	Spouse’s Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the Participant
and shall not be transferable by such spouse in any manner, including but not limited to such
spouse’s will, nor shall such interest pass under the laws of intestate succession.
	 
	15.14	 	Validity. In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision had never been
inserted herein; except to the extent that Section 409A requires that this Section 15.14 be
disregarded because it purports to nullify Plan terms that are not in compliance with Section
409A.
	 
	15.15	 	Incompetent. If the Committee determines in its discretion that a benefit under
this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of
handling the disposition of that person’s property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Committee may require proof of minority,
incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of





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	 	 	the benefit. Any payment of a benefit shall be a payment for the account of the Participant
and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of
any liability under the Plan for such payment amount.






	15.16	 	Court Order. The Committee is authorized to make any payments directed by court
order in any action in which the Plan or the Committee has been named as a party. In
addition, if a court determines that a spouse or former spouse of a Participant has an
interest in the Participant’s benefits under the Plan in connection with a property settlement
or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any
election made by a Participant, to immediately distribute the spouse’s or former spouse’s
interest in the Participant’s benefits under the Plan to that spouse or former spouse.
	 
	15.17	 	Acceleration of Distribution. The Committee may, its discretion, accelerate the
payment of all or a portion of a Participant’s vested Account Balance receive all or a portion
of his or her Account prior to the time specified in this Plan to the extent such acceleration
is permitted by Section 1.409A-3(j)(4) of the Treasury regulations. Such permitted
accelerations shall include payments to comply with domestic relations orders, payments to
comply with conflicts of interest laws, payment of employment taxes, payment upon income
inclusion under Section 409A, and/or such other circumstances as are permitted by the
regulations.
	 
	15.18	 	Delay in Payment. The Committee, may, in its discretion, delay the payment of all
or a portion of a Participant’s Account Balance in such circumstances as may be permitted
under Section 409A. Any amounts deferred pursuant to this Section shall continue to be
credited or debited with additional amounts in accordance with Section 3.8 above, even if such
amount is being paid out in installments. The amounts so deferred and amounts credited or
debited thereon shall be distributed to the Participant or his or her Beneficiary (in the
event of the Participant’s death) at the earliest possible date on which the Committee
reasonably anticipates that such violation or material harm would be avoided or as otherwise
prescribed by the IRS.
	 
	15.19	 	USERRA. Notwithstanding anything herein to the contrary, any deferral or
distribution election provided to a Participant as necessary to satisfy the requirements of
the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, shall be
permissible hereunder.
	 
	15.20	 	Insurance. The Employer, on its own behalf or on behalf of the trustee of the
Trust, and, in its sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may choose. The Employer or the
trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such





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	 	 	insurance. The Participant shall have no interest whatsoever in any such policy or
policies, and at the request of the Employer shall submit and supply such information and
execute such documents as may be required by the insurance company or companies to whom the
Employer has applied for insurance.






	15.21	 	Government and Other Regulations. This Plan shall be administered in all respects
to comply with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Act”), with
Code Section 162(m), and with any other provision or statute or regulation which governs the
Plan. Notwithstanding anything herein to the contrary, any provision of the Plan or a Plan
Agreement which is inconsistent with the Act, the Code, or such other governing statute or
regulation, including any provision which relates to a deemed investment under the Plan in the
common stock of the Company, shall be inoperative, shall not affect the validity of the Plan,
and shall be reconstituted to the extent necessary to render it consistent with the Act, the
Code, or such other governing statute or regulation; except to the extent that Section 409A
requires that this Section be disregarded because it purports to nullify Plan terms that are
not in compliance with Section 409A.





ARTICLE 16

Special Section 409A Transition Rule Elections





	16.1	 	Election to Defer 2005 SERP Compensation and/or Bonus. To the extent permitted by
the Committee and under Section 409A, a Participant may make an election to defer Annual
Deferral Amounts that relate all or in part to services performed on or before December 31,
2005 no later than the earlier of (a) March 15, 2005, or (b) the date such Annual Deferral
Amounts are otherwise payable to the Participant.
	 
	16.2	 	Distribution Election Changes. Notwithstanding anything in the Plan to the contrary,
the following, to the extent permitted by the Committee and Section 409A, on or prior to
December 31, 2008, a Participant may choose a new distribution date for the payment (or
commencement of payment) of his or her Deferral Account balance and/or may make a new election
with respect to the form of payment of the Deferral Account portion of his or her Retirement
Benefit in accordance with the following rules:






	 	(a)	 	An election to change a time and form of payment of payment made on or after
January 1, 2005 and on or before December 31, 2005 may apply only to amounts that would
not otherwise be payable in 2005 and may not cause an amount to be paid in 2005 that
would not otherwise be payable in 2005;




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	 	(b)	 	An election to change a time and form of payment of payment made on or after
January 1, 2006 and on or before December 31, 2006 may apply only to amounts that would
not otherwise be payable in 2006 and may not cause an amount to be paid in 2006 that
would not otherwise be payable in 2006;
	 
	 	(c)	 	An election to change a time and form of payment of payment made on or after
January 1, 2007 and on or before December 31, 2007 may apply only to amounts that would
not otherwise be payable in 2007 and may not cause an amount to be paid in 2007 that
would not otherwise be payable in 2007; and
	 
	 	(d)	 	An election to change a time and form of payment of payment made on or after
January 1, 2008 and on or before December 31, 2008 may apply only to amounts that would
not otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that
would not otherwise be payable in 2008. Subject to the limitation set forth in the
preceding sentence, a Participant may elect any Plan Year as a new Short-Term Payout
date without regarding to the minimum three (3) Plan Year deferral requirement set
forth in Section 4.1(d).






	16.3	 	Special Distribution Election. Notwithstanding anything in the Plan to the contrary,
a Participant may elect on or before December 31, 2008 to receive payment under the Plan in
accordance with (a) or (b) below:






	 	(a)	 	The Participant may elect to have his or her entire vested Plan Account Balance
distributed in a single lump sum payment. Such amount shall be distributed in March
2009.
	 
	 	(b)	 	The Participant may elect to have the portion of his or her Annual Deferral
Amount (elected by the Participant in 2007) that is attributable to the Bonus payable
to the Participant in 2009 distributed in a single lump sum payment. Such amount shall
be distributed in March 2009 (or if later, within 30 days following the date on which
such Bonus is first deferred).




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IN WITNESS WHEREOF, the Company has signed this Plan document effective as of December 23, 2008.




	 	 	 	 	 	 	 
	 	 	Liz Claiborne, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/Andrew Warren	 	 
	 

	 	Title:
	 	 

EVP — CFO
	 	 






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Schedule A




Measurement Funds



Pursuant to Section 3.8(d), the Participant may elect one or more of the
following Measurement Funds:




Vanguard VIF Money Market Portfolio

Fidelity VIP Contrafund Portfolio

PIMCO VIT Short-Term Bond Portfolio (Institutional Class)

PIMCO VIT Total Return Bond Portfolio (Institutional Class)

T. Rowe Price Mid-Cap Growth Portfolio

T. Rowe Price Equity Income Portfolio

Vanguard VIF Balanced Portfolio (Wellington)

Vanguard VIF Equity Index Portfolio (S&P Index Fund)

Vanguard VIF Small Company Growth Portfolio (Explorer)

Vanguard VIF International Portfolio

Fidelity Managed Income Portfolio II

Phantom Shares (deemed investment in Company Stock)





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