0001104659-09-046583 Sample Contracts

RAFAELLA APPAREL GROUP, INC.
Rafaella Apparel Group,inc. • August 3rd, 2009 • Wholesale-apparel, piece goods & notions

Reference is made to that certain Stockholders’ Agreement dated as of June 20, 2005 by and among Rafaella Apparel Group, Inc. (the “Company”), RA Cerberus Acquisition, LLC and Rafaella Sportswear, Inc. (the “Stockholders’ Agreement”). Effective as of August 27, 2009, you have been appointed, pursuant to Section 4.1 of the Stockholders’ Agreement, to serve as a member of the board of directors (the “Board”) of the Company and as a member of the audit committee of the Board. You are appointed to the Board as a Cerberus Designee (as such term is defined in the Stockholders’ Agreement).

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