Second Amendment to The Liz Claiborne 401(k) Savings and Profit Sharing Plan
(As Amended and Restated Effective as of January 1, 2002 to Include EGTRRA Changes)
Pursuant to Section 13.2 of The Liz Claiborne 401(k) Savings and Profit Sharing Plan (As Amended and
Restated Effective as of January 1, 2002 to Include EGTRRA Changes) (the "Plan"), the Plan is hereby amended
in the following particulars.
1. A new Supplement F is added to read as follows:
LIZ CLAIBORNE 401(K) SAVINGS AND PROFIT SHARING PLAN
Special Provisions Applicable to Employees of Enyce, L.L.C.
This Supplement F sets forth special provisions of the Plan that apply to former employees of Enyce, L.L.C.
("Enyce") who became employees of the Company ( "Enyce Employee" or "Enyce Employees") upon the closing
of the transactions contemplated by the Membership Interests Purchase Agreement dated as of November 12,
2003 among Sport Brands International Ltd., Liz Claiborne, Inc., and Fila U.S.A., Inc. ("Closing"). Except as
otherwise defined below, the terms used herein shall have the meanings set forth in the Plan.
F-1 Credit for Service With Enyce. The Plan shall recognize Enyce Service as though it were service with the
Company for the purpose of determining
(i) eligibility to participate in the Tax-Saver and Matching Contribution portions of the Plan; and (ii) vesting under
the Plan. "Enyce Service" for this purpose shall mean the service of an Enyce Employee from his last date of hire
with Enyce to the date immediately prior to the Closing, using the elapsed time method, relying on the best service
information reasonably available from Enyce.
F-2 Participation in Tax-Saver and Matching Contributions. Each Enyce
Employee eligible to participate in the Fila USA, Inc. 401(k) Retirement Savings Plan immediately prior to the
Closing shall be eligible to participate in the Tax-Saver and Matching Contribution portions of the Plan as soon as
reasonably practicable after the Closing.