RESTRICTED SHARE AGREEMENT
RESTRICTED SHARE AGREEMENT (the "Agreement"), dated as of March 4, 2004 between LIZ
CLAIBORNE, INC., a Delaware corporation (the "Company"), and Paul R. Charron (the "Grantee").
The Company has determined that the objectives of the Company's 2000 Stock Incentive Plan (the "Plan") will
be furthered by the grant to the Grantee of 49,847 issued shares of Common Stock of the Company currently
held by the Company, subject to the terms, conditions and restrictions set out in this Agreement (the "Restricted
Notwithstanding any provision hereof, this Agreement shall not become effective until the Grantee shall have
executed and delivered to the Company a copy of this Agreement.
In consideration of the foregoing and of the mutual undertakings set forth in this Agreement, the Company and the
Grantee agree as follows:
SECTION 1. Issuance of Restricted Shares. As soon as practicable after receipt from the Grantee of this
executed Agreement, the Company shall cause to be issued under the Plan in the name of the Grantee, either
represented by a stock certificate or book entry registration at the Company's transfer agent, that number of
shares of Common Stock set forth on the first page of this Agreement as Restricted Shares. Such issuance shall
be subject to this Agreement and the restrictions set forth in Sections 2.1 and 5 hereof. No shares or certificates
with respect thereto shall be delivered to the Grantee until the Restricted Shares represented thereby are free of
restrictions as set forth in this Agreement. Upon the issuance of shares, the Grantee shall have the rights of a
stockholder with respect to the Restricted Shares, subject to the terms, conditions and restrictions set forth in this
SECTION 2. Restrictions; Vesting.
2.1 Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of
prior to vesting. These restrictions shall apply as well to any shares of Common Stock or other se