LIZ CLAIBORNE, INC.
EXECUTIVE TERMINATION BENEFITS AGREEMENT
This Executive Termination Benefits Agreement (this "Agreement"), dated as of the 29th day of January, 2004, is
by and between LIZ CLAIBORNE, INC., a Delaware corporation (the "Company"), and FRANK S.
SOWINSKI (the "Executive").
WHEREAS, the Company's Board of Directors (the "Board") recognizes that the possibility of a change in
control of the Company and the uncertainty and questions which it may raise may result in the departure or
distraction of the Executive to the detriment of the Company and its stockholders; WHEREAS, the Board has
determined that appropriate steps should be taken to reinforce and encourage the continued attention and
dedication of the Executive to his/her assigned duties in the face of the inevitable distraction of the Executive by
virtue of the personal uncertainties and risks created by the possibility, threat or occurrence of a change in control
of the Company; WHEREAS, should the Company be faced with a possible change in control situation, in
addition to the Executive's regular duties, he/she may be called upon to assist in the assessment of proposals,
advise management and the Board as to whether such proposals would be in the best interests of the Company
and its stockholders, and to take such other actions as the Board might determine to be appropriate.
NOW, THEREFORE, to assure the Company that it will have the continued undivided attention and services of
the Executive and the availability of his/her advice and counsel notwithstanding the possibility, threat or
occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of
the Company in such a circumstance, for the benefit of the Company and its
shareholders, and for other good and valuable consideration, the Company and the Executive agree as follows:
1. Term of Agreement.
(a) Except as otherwise provided in Section 1(b) below, (i) this Agreement shall be effective as of the