Liz Claiborne, Inc.
(euro)350,000,000 6.625 per cent. Notes due 2006
THIS AGREEMENT is dated 6th August, 2001 and made BETWEEN:
(1) LIZ CLAIBORNE, INC. (the "Issuer");
(2) CITIBANK, N.A. (the "Fiscal Agent"); and
(3) DEXIA BANQUE INTERNATIONALE A LUXEMBOURG
(A) The Issuer has agreed to issue (euro)350,000,000 6.625 per cent. Notes due 2006 (the "Notes" which
expression shall include, unless the context otherwise requires, any further Notes issued pursuant to Condition 13
and forming a single series with the Notes).
(B) The Notes will be issued in bearer form ("Notes") in the denomination of
(euro)1,000, (euro)10,000, (euro)100,000 each with interest coupons ("Coupons") attached.
(C) The Notes will initially be represented by a temporary Global Note (the "Temporary Global Note") in or
substantially in the form set out in Part I of Schedule 1 which will be exchanged in accordance with its terms for
interests in a permanent Global Note (the "Permanent Global Note" and, together with the Temporary Global
Note, the "Global Notes") in or substantially in the form set out in Part II of Schedule 1. The Permanent Global
Note will in turn be exchangeable for Notes in definitive form ("Definitive Notes") in the limited circumstances
specified in the Permanent Global Note.
(D) The Global Notes will be delivered to a common depositary (the "Common Depositary", which expression
shall include its lawful successors and assigns) for Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg").
(E) The definitive Notes and Coupons will be in or substantially in the respective forms set out in Part I of
Schedule 2. The Conditions of the Notes (the "Conditions") will be in or substantially in the form set out in
Part II of Schedule 2.
NOW IT IS HEREBY AGREED as follows:
(1) Words and expressions defined in the Conditions and not otherwise defined in this Agreement