0000950123-09-003724 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between THE WARNACO GROUP, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and Elizabeth Wood (the “Executive”) to be effective as of the close of business on December 31, 2008 (the “Effective Date”).

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September 11, 2003 As amended on August 11, 2005 As amended and restated as of December 31, 2008 Mr. Lawrence Rutkowski 69 Heather Drive New Canaan, CT. 06840 Dear Larry,
Letter Agreement • March 2nd, 2009 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • New York

This amended and restated letter agreement is made and entered into between The Warnaco Group, Inc. (together with its subsidiaries, divisions and affiliates, the “Company”) and you to be effective as of the close of business on December 31, 2008 and reflects our best efforts to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and its implementing regulations and guidance (“Section 409A”). As such, as of the close of business on December 31, 2008, this letter agreement amends and restates the letter agreement between us dated as of September 11, 2003, as amended on August 11, 2005. Except as otherwise provided in this agreement, the terms of your employment with the Company shall be governed by the Warnaco Job Application and current Employee Handbook.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Warnaco Group Inc /De/ • Women's, misses', children's & infants' undergarments • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between THE WARNACO GROUP, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and STANLEY P. SILVERSTEIN (the “Executive”) to be effective as of the close of business on December 31, 2008 (the “Effective Date”).

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