LIZ CLAIBORNE, INC.
OUTSIDE DIRECTORS' 1991 STOCK OWNERSHIP PLAN
As Amended and Restated Effective for
Awards Granted On or After March 22, 1996
1.1 Purpose. The purpose of the Liz Claiborne, Inc. Outside Directors' 1991 Stock Ownership Plan (the "Plan")
is to provide an incentive to those directors of Liz Claiborne, Inc. (the "Company") who are not employees of the
Company (i) to serve on the board of directors of the Company (the "Board"),
(ii) to make a long-term investment in the Company and (iii) to maintain and enhance the Company's long-term
performance, and also to afford such directors an opportunity to defer part or all of their director fees and
Common Stock Awards made pursuant to Article II hereof.
1.2 Administration. The terms of the awards under Articles II and III hereof are set forth herein and may not be
varied other than by amendment of the Plan in accordance with Section 5.5. To the extent that any administrative
action is required in connection with the Plan, such action shall be taken by the Board or, in the discretion of the
Board, by a committee comprised of the members of the Board who are not Outside Directors (the
"Committee"). The determination of the Board or the Committee, as the case may be, on all matters relating to
the Plan shall be final, binding and conclusive.
1.3 Persons Eligible for Awards. Only Outside Directors shall be eligible to participate in this Plan. As of any
applicable date, an Outside Director is a person who is a member of the Board, is not an employee of the
Company or any subsidiary thereof, and is not eligible to participate in any other Company stock-related plan.
1.4 Shares Available for Awards.
(a) Shares of common stock of the Company ("Common Stock") transferred pursuant to awards under the Plan
shall be authorized but unissued Common Stock or authorized and issued Common Stock held in the Company's
treasury or acquired by the Company for purposes of the Plan. Subject to Section 1.4(b), the aggregate