PHILLIPS-VAN HEUSEN CORPORATION
SPECIAL SEVERANCE BENEFIT PLAN
As Amended as of April 16, 1996
1. PURPOSE. The Plan is intended to induce the Participants to remain in the employ of the Company,
notwithstanding any possible concern on their behalf as to the security of their employment with the Company in
the event of a Change in Control, and to provide special benefits in recognition of the valuable services heretofore
rendered by the Participants to the Company and in consideration of the Participants' remaining in the employ of
the Company pursuant to a written contract or the terms of the Plan.
2. DEFINITIONS. Affiliate - Any person that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, any other Person.
Board - The Board of Directors of PVH.
Change in Control - A Change in Control shall be deemed to occur upon (i) the election of one of more
individuals to the Board which election results in one-third of the directors of PVH consisting of individuals who
have not been directors of PVH for at least two years, unless such individuals have been elected as directors or
nominated for election as directors by three- fourths of the directors of PVH who have been directors of PVH
for at least two years; (ii) the sale by PVH of all or substantially all of its assets to any Person, the consolidation
of PVH with any Person, the merger of PVH with any Person as a result of which merger PVH is not the
surviving entity as a publicly held corporation; (iii) the sale or transfer of shares of PVH by PVH and/or any one
or more of its stockholders, in one or more transactions, related or unrelated, to one or more Persons under
circumstances whereby any Person and its Affiliates shall own, after such sales and transfers, at least one-fourth,
but less than one-half, of the shares of PVH having voting power for the election of directors, unless such sale or
transfer has been approved in advance by three-fourths of the directors of