10,057,495 shares PHILLIPS-VAN HEUSEN CORPORATION Shares of Common Stock, par value $1.00 per share UNDERWRITING AGREEMENTApax Partners Europe Managers LTD • May 11th, 2006 • Men's & boys' furnishgs, work clothg, & allied garments • New York
Lehman Brothers Inc. As Representative of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
CONVERSION AGREEMENTConversion Agreement • May 11th, 2006 • Apax Partners Europe Managers LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
Conversion Agreement, dated as of May 9, 2006 (the "Agreement"), by and among Phillips-Van Heusen Corporation, a Delaware corporation (the "Company"), and each of the persons that signs a signature page annexed hereto (collectively, the "Selling Stockholders" and individually, a "Selling Stockholder").
