April 16, 2004 Mr. Frank Tworecke 11102 Hidden Trail Drive Owings Mills, MD 21117 Dear Frank, This is to confirm the Company's agreement to the following: 1. If you remain actively employed with the Company until the fifth anniversary of the date you...

(WARNACO LETTERHEAD)


           XXXXXXX X. XXXXXXXXXXX
Senior Vice President, Corporate Development
        Chief Administrative Officer


                                             April 16, 2004

Xx. Xxxxx Xxxxxxxx
00000 Xxxxxx Xxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000

Dear Xxxxx,

     This is to confirm the Company's agreement to the following:

     1. If you remain actively employed with the Company until the fifth
anniversary of the date you commence employment with the Company (the "Vesting
Date"), the Company will pay you a pension benefit (which shall include any
supplemental retirement benefit ("SERP")) of no less than $75,000 per year,
which benefit shall be payable upon any termination of employment (other than
for Cause as defined in your employment agreement with the Company dated April
16, 2004) following the fifth anniversary of the Vesting Date and shall continue
to be paid until the earlier to occur of (i) your death or (ii) the fifteenth
anniversary of the date of the termination of your employment. Any benefit
payable hereunder shall be pro-rated for the year of termination and the year in
which you die based on the number of days that elapsed in such year after your
date of termination or prior to your date of death, as the case may be. Any
portion of this benefit that is not paid pursuant to a SERP shall be paid in
monthly installments.

     2. As you have been advised, the Company is currently contemplating the
establishment of a SERP for senior-level executives. If the Company establishes
a SERP, you will be eligible to participate in such SERP and, upon termination
of your employment, will be entitled to receive the greater of (i) the benefit
payable to you under the SERP in accordance with its terms or (ii) the benefit
payable under paragraph 1 above.

     Please indicate your acceptance of these terms by signing and returning an
original of this letter to me.

                                             Sincerely yours,

                                             /s/ Xxxxxxx X. Xxxxxxxxxxx
                                             --------------------------
                                             Xxxxxxx X. Xxxxxxxxxxx


Accepted and Agreed:


/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx

Date: 4/21/04
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