Edgar Filing: PHILLIPS VAN HEUSEN CORP /DE/

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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mission Only (as permitted by
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

PHILLIPS-VAN HEUSEN CORPORATION
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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PHILLIPS-VAN HEUSEN CORPORATION

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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The Annual Meeting of Stockholders of PHILLIPS-VAN HEUSEN CORPORATION (the
"Company"), a Delaware corporation, will be held at The Graduate Center - City
University of New York, 365 Fifth Avenue, Elebash Recital Hall, First Floor, New
York, New York, on Tuesday, June 15, 2004, at 10:00 a.m., for the following
purposes:

(1) to elect nine directors of the Company to serve for a term of one
year;

(2) to consider and act upon a proposal to approve an amendment to
increase the maximum annual grant under the Company's 2003 Stock
Option Plan;

(3) to ratify the appointment of auditors for the Company to serve for the
current fiscal year; and

(4) to consider and act upon such other matters as may properly come
before the meeting.

Only stockholders of record at the close of business on April 20, 2004 are
entitled to vote at the meeting.

Attendance at the meeting will be limited to holders of record of the
Company's Common Stock and its Series B Convertible Preferred Stock or their
proxies, beneficial owners having evidence of ownership and guests of the
Company. If you hold stock through a bank or broker, a copy of an account
statement from your bank or broker as of the record date will suffice as
evidence of ownership. Attendees also must present a picture ID to be admitted
to the meeting.

You are requested to fill in, date and sign the enclosed proxy, which is
solicited by the Board of Directors of the Company, and to mail it promptly in
the enclosed envelope.

By order of the Board of Directors,

MARK D. FISCHER
Secretary
New York, New York
April 30, 2004

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.

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PHILLIPS-VAN HEUSEN CORPORATION

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 15, 2004

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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PHILLIPS-VAN HEUSEN CORPORATION (the
"Company") to be used at the Annual Meeting of Stockholders of the Company which
will be held at The Graduate Center - City University of New York, 365 Fifth
Avenue, First Floor, New York, New York, on Tuesday, June 15, 2004, at 10:00
a.m., and at any adjournments thereof.

The principal executive offices of the Company are located at 200 Madison
Avenue, New York, New York 10016-3903. The approximate date on which this Proxy
Statement and the enclosed proxy card were first sent or given to stockholders
was April 30, 2004.

Stockholders who execute proxies retain the right to revoke them at any
time by notice in writing to the Secretary of the Company, by revocation in
person at the meeting or by presenting a later dated proxy. Unless so revoked,
the shares represented by proxies will be voted at the meeting. The shares
represented by the proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein. Stockholders vote
at the meeting by casting ballots (in person or by proxy) which are tabulated by
a person who is appointed by the Board of Directors before the meeting to serve
as inspector of elections at the meeting and who has executed and verified an
oath of office. Abstentions and broker "non-votes" are included in the
determination of the number of shares present at the meeting for quorum
purposes. Abstentions will have the same effect as negative votes, except that
abstentions will have no effect on the election of directors because directors
are elected by a plurality of the votes cast. Broker "non-votes" are not counted
in the tabulations of the votes cast on proposals presented to stockholders
because shares held by a broker are not considered to be entitled to vote on
matters as to which broker authority is withheld. A broker "non-vote" occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received instructions from the beneficial
owner. Under existing New York Stock Exchange rules, brokers do not have
discretionary voting power with respect to the proposal to approve the amendment
to the Company's 2003 Stock Option Plan (the "2003 Option Plan").

Common stockholders of record at the close of business on April 20, 2004
will be entitled to one vote for each share of the Company's Common Stock (the
"Common Stock") then held. There were outstanding on such date 30,761,643 shares
of Common Stock. Holders of record of the Company's Series B Convertible
Preferred Stock (the "Series B Stock") at the close of business on April 14,
2003 will be entitled to one vote for each share of Common Stock into which
their shares of Series B Stock are convertible as of the record date. As of such
date, there were 10,000 shares of Series B Stock outstanding that were
convertible into 18,910,436 shares of Common Stock. The Common Stock and the
Series B Stock are the only outstanding classes of voting stock of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents certain information with respect to the
persons who are known to the Company to be the beneficial owners of more than
five percent of the Common Stock as of April 20, 2004. Except as otherwise
indicated, the persons listed below have advised the Company that they have sole
voting and investment power with respect to the shares listed as owned by them.

AMOUNT
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
------------------- ------------ ----------

Apax affiliates(1)........................................................ 18,910,436 38.1

Vaneton International, Inc.(2)............................................ 4,481,101 14.6
P.O. Box 3340
Road Town
Tortola, British Virgin Islands

Earnest Partners, LLC(3).................................................. 2,347,415 7.6
75 Fourteenth Street, Suite 2300
Atlanta, Georgia 30309

AXA(4).................................................................... 1,929,246 6.3

Dimensional Fund Advisors Inc.(5)......................................... 1,732,400 5.6
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

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1 Apax Managers, Inc., 445 Park Avenue, New York, New York 10022, Apax
Partners Europe Managers Limited, 15 Portland Place, London, England, W1B
1PT and Apax Europe V GP Co. Limited, 13-15 Victoria Road, St. Peter Port,
Guernsey, Channel Islands, may be deemed to own beneficially an aggregate
of 18,910,436 shares (38.1%) of the outstanding Common Stock (the "Apax
shares"). The Apax shares consist solely of the shares of Common Stock
issuable upon the conversion of shares of Series B Stock. Of the Apax
shares, Apax Partners Europe Managers Limited and its affiliate Apax Europe
V GP Co. Limited, may be deemed to own beneficially an aggregate of
14,624,071 shares (32.2%) of the outstanding Common Stock, issuable upon
conversion of 7,733.3 shares of Series B Stock acquired by certain private
equity funds. Apax Partners Europe Managers Limited is the discretionary
investment manager and Apax Europe V GP Co. Limited is the general partner
of the general partner of those funds. Apax Partners Europe Managers
Limited and Apax Europe V GP Co. Limited have shared voting and dispositive
power over such shares. Of the Apax shares, Apax Managers, Inc. may be
deemed to own beneficially an aggregate of 4,286,365 shares (12.2%) of the
outstanding Common Stock, issuable upon conversion of 2,266.7 shares of
Series B Stock acquired by certain private equity funds. Apax Managers,
Inc. is the general partner of the general partner of those funds.
Information as to the shares of Common Stock beneficially owned by Apax
Partners Europe Managers Limited, Apax Europe V GP Co. Limited and Apax
Managers, Inc. (other than percentage ownership) is as of April 20, 2004,
based upon a Schedule 13D dated February 21, 2003 and filed with the
Securities and Exchange Commission (the "SEC") and the Company's records.

2 Dr. Richard Lee, 6/F TAL Building, 49 Austin Road, Kowloon, Hong Kong, may
be deemed to beneficially own the 4,481,101 shares of Common Stock owned of
record by Vaneton International, Inc. Dr. Richard Lee and Vaneton
International, Inc. have shared voting and dispositive power over such
shares. Information as to the shares of Common Stock beneficially owned by
Vaneton International, Inc. and Dr. Richard Lee (other than percentage
ownership) is as of December 31, 2002, as set forth in a Schedule 13G dated
February 28, 2003 and filed with the SEC.

3 Earnest Partners, LLC, a registered investment adviser, may be deemed to be
the beneficial owner of 2,347,415 shares of Common Stock, including
1,804,430 shares with respect to which it has sole voting power, 369,885
shares with respect to which it has shared voting power and as to all
2,347,415 of which it has sole dispositive power. Information as to the
shares of Common Stock that may be deemed to be owned beneficially by
Earnest Partners, LLC is as of December 31, 2003, as set forth in a
Schedule 13D dated February 11, 2004 and filed with the SEC.

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4 AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, both of
370 Rue Saint Honore, 75001 Paris, France, together with AXA Courtage
Assurance Mutuelle, 26 Rue Louis le Grand, 75002 Paris, France
(collectively, "Mutuelles AXA"), control AXA, 25 Avenue Mignon, 75008
Paris, France. AXA owns AXA Rosenberg Investment Management, LLC ("AXA
Rosenberg") and AXA Financial, Inc. ("AXA Financial"), 1290 Avenue of the
Americas, New York, New York 10104. AXA Financial owns Alliance Capital
Management L.P. ("Alliance Capital"), a registered investment adviser. AXA
Rosenberg may be deemed to have sole voting power over 795,600 shares of
Common Stock and shared dispositive power over 934,900 shares of Common
Stock. Alliance Capital may be deemed to have sole voting power over
908,014 shares of Common Stock, shared voting power over 8,900 shares of
Common Stock and sole dispositive power over 994,346 shares of Common
Stock. As the parent holding company of Alliance Capital, AXA Financial may
be deemed to own the 994,346 shares of Common Stock owned beneficially by
Alliance Capital. AXA, as parent holding company of AXA Financial and AXA
Rosenberg, and Mutuelles AXA, as a group, acting as a parent holding
company of AXA, may be deemed to own the 994,346 shares of Common Stock
owned beneficially by Alliance Capital and the 934,900 shares owned
beneficially by AXA Rosenberg. Information as to the shares of Common Stock
that may be deemed to be owned beneficially by each of Mutuelles AXA, AXA
and AXA Financial is as of December 31, 2003, as set forth in a Schedule
13G dated February 13, 2004 and filed with the SEC.

5 Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
adviser, furnishes investment advice to four registered investment
companies and serves as investment manager to certain other commingled
group trusts and separate accounts (such investment companies, trusts and
accounts are referred to as the "Funds"). In its role as investment advisor
or manager, Dimensional possesses voting and/or investment power over the
Common Stock owned by the Funds. Dimensional disclaims beneficial ownership
of such securities. Information as to the shares of Common Stock that may
be deemed to be owned beneficially by Dimensional (other than percentage
ownership) is as of December 31, 2003, as set forth in a Schedule 13G dated
February 6, 2004 and filed with the SEC.

The following table presents certain information with respect to the number
of shares of Common Stock beneficially owned by each of the directors and
nominees for director of the Company, the Chief Executive Officer, the four most
highly compensated executive officers of the Company other than the Chief
Executive Officer and all of the directors, nominees for director and executive
officers of the Company as a group as of April 20, 2004. Except as otherwise
indicated below, each of the directors, nominees for director and executive
officers has sole voting and investment power with respect to the shares listed
as owned by him.

AMOUNT
BENEFICIALLY PERCENT OF
NAME OWNED(1) CLASS
---- ----------- ---------

Emanuel Chirico(2)........................................................ 232,839 *
Edward H. Cohen........................................................... 41,698 *
Francis K. Duane.......................................................... 101,667 *
Joseph B. Fuller.......................................................... 39,885 *
Joel H. Goldberg.......................................................... 48,500 *
Marc Grosman.............................................................. 29,500 *
Bruce J. Klatsky.......................................................... 748,915 2.4
David A. Landau(3)........................................................ -- --
Harry N.S. Lee(4)......................................................... 36,698 *
Bruce Maggin.............................................................. 65,642 *
Henry Nasella(3).......................................................... -- --
Christian Nather(3)....................................................... -- --
Allen E. Sirkin........................................................... 208,307 *
Peter J. Solomon.......................................................... 53,693 *
Mark Weber................................................................ 410,299 1.3
All directors, nominees for director and executive officers as a group
(16 persons).............................................................. 2,117,643 6.5

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* Less than 1% of class.

1 The figures in the table are based upon information furnished to the
Company by the directors, nominees for director and executive officers. The
figures do not include the shares held for the executive officers in the
Master Trust for

(Footnotes continue on following page)

(Footnotes continued from previous page)

the PVH Stock Fund. The PVH Stock Fund is one of the investment options
under the Company's Associates Investment Plans (the "AIPs"), which are
employee benefit plans under Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended. Participants in the AIPs who make
investments in the PVH Stock Fund may direct the vote of shares of Common
Stock held in the Master Trust for the PVH Stock Fund only with respect to
tender or exchange offers subject to Section 13(e) or Section 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
matters which, if approved or disapproved, would result in a change in
control of the Company (as defined in the AIPs). The committee that
administers the AIP (the "AIP Committee") has the right to vote such shares
for all other matters. These participants also have the right, subject to
certain limitations, to receive a distribution of shares of Common Stock
held for their benefit in the Master Trust, but the AIP Committee makes all
other decisions regarding the disposition of Common Stock held in the
Master Trust.

2 Mr. Chirico's figure does not include the 1,143,159 shares of Common Stock
(3.7%) held in the Master Trust for the PVH Stock Fund as of December 31,
2003 for all participants in the AIPs who invest in the PVH Stock Fund. Mr.
Chirico is a member of the AIP Committee, which has the power, under most
circumstances, to vote and dispose of the shares held in the Master Trust.

3 David A. Landau is a partner, Henry Nasella is a venture partner and
Christian Nather is a partner of Apax Partners. Apax Managers, Inc., Apax
Partners Europe Managers Limited and Apax Europe V GP Co. Limited,
affiliates of Apax Partners, together beneficially own shares of the Series
B Stock that are currently convertible into 18,910,436 shares of Common
Stock (38.1%). See Note 1 to the prior table.

4 Harry N.S. Lee is an indirect minority shareholder of Vaneton
International, Inc., which beneficially owns 4,481,101 shares of Common
Stock (14.6%). See Note 2 to the prior table.

The figures in the foregoing table include 190 shares held by Mr. Klatsky's
child, as to which Mr. Klatsky has disclaimed beneficial ownership, 12,000
shares held by Mr. Maggin as custodian for his children, as to which Mr. Maggin
has disclaimed beneficial ownership, and 100 shares held by Mr. Sirkin's wife as
custodian for one of Mr. Sirkin's children, as to which Mr. Sirkin has
disclaimed beneficial ownership.

The foregoing table also includes shares which the following directors and
executive officers have the right to acquire within 60 days of April 20, 2004
upon the exercise of options granted under the Company's stock option plans:
Emanuel Chirico, 228,639 shares; Edward H. Cohen, 35,698 shares; Francis K.
Duane, 101,667 shares; Joseph B. Fuller, 36,756 shares; Joel Goldberg, 28,500
shares; Marc Grosman, 28,500 shares; Bruce J. Klatsky, 690,000 shares; Harry
N.S. Lee, 35,698 shares; Bruce Maggin, 36,756 shares; Allen E. Sirkin, 205,000
shares; Peter J. Solomon, 35,698 shares; Mark Weber, 377,460 shares; and all
directors, nominees for director and executive officers as a group, including
the foregoing, 1,935,372 shares.

ELECTION OF DIRECTORS

The Board of Directors currently consists of 12 members, nine of whom are
elected by the holders of the Common Stock and Series B Stock voting together
and three of whom are elected solely by the holders of the Series B Stock (the
"Series B Directors"). The Board of Directors has established 14 as the number
of directors constituting the entire Board. One of the directors elected at last
year's Annual Meeting of Stockholders resigned in September 2003 because his
business obligations did not permit him to dedicate the appropriate time to his
duties as director, and there was a pre-existing vacancy on the Board. The
Company intends to seek qualified candidates to fill such vacancies. Proxies
cannot be voted at the meeting for more than nine people.

All members of the Board of Directors, other than the Series B Directors,
are elected by the stockholders at the Annual Meeting of Stockholders of the
Company for a term of one year or until their successors are elected and
qualified. All of the nominees for director have previously been elected
directors of the Company by the stockholders.

The election of directors requires the affirmative vote of a plurality of
the votes cast in person or by proxy at the meeting. At this time, the Board of
Directors knows of no reason why any nominee might be unable to serve. There is
no arrangement or understanding between any director or nominee and any other
person pursuant to which such person was selected as a director or nominee,
except as described below with respect to the Series B Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NINE
NOMINEES NAMED BELOW. PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES UNLESS OTHERWISE SPECIFIED IN A PROXY.

YEAR
BECAME A
NAME PRINCIPAL OCCUPATION AGE DIRECTOR
---- -------------------- --- --------

Edward H. Cohen.................................... Counsel to Katten Muchin Zavis 65 1987
Rosenman, a law firm

Joseph B. Fuller................................... Chief Executive Officer of Monitor 47 1991
Company, a management consulting
firm

Joel H. Goldberg................................... President of Career Consultants, 60 1997
Inc., a management consulting firm

Marc Grosman....................................... Chief Executive Officer of Marc 49 1997
Laurent SA, the owner of a chain of
European apparel stores which trade
under the name CELIO

Bruce J. Klatsky................................... Chairman and Chief Executive 55 1985
Officer of the Company

Harry N.S. Lee..................................... Managing Director of TAL Apparel 61 1995
Limited, an apparel manufacturer
and exporter based in Hong Kong

Bruce Maggin....................................... Principal of The H.A.M. Media 61 1987
Group, LLC, a media investment
company

Peter J. Solomon................................... Chairman of Peter J. Solomon Company 65 1987
L.P., an investment banking firm

Mark Weber......................................... President and Chief Operating 55 1998
Officer of the Company

Pursuant to the Certificate of Designations, Preferences and Rights of the
Series B Stock, the holders of such stock have the right to elect separately as
a class up to three directors to the Company's Board of Directors. The following
individuals are the Series B Directors:

YEAR
BECAME A
NAME PRINCIPAL OCCUPATION AGE DIRECTOR
---- -------------------- --- --------

David A. Landau.................................... Partner of Apax Partners, an 38 2003
international private equity
investment group, and head of its
U.S. Consumer/Retail Group

Henry Nasella...................................... Venture Partner of Apax Partners, 57 2003
an international private equity
investment group

Christian Nather................................... Partner of Apax Partners, an 38 2003
international private equity
investment group

Mr. Cohen is also a director of Franklin Electronic Publishers, Inc.,
Gilman & Ciocia, Inc., Levcor International, Inc. and Merrimac Industries, Inc.
Dr. Goldberg is also a director of Hampshire Group, Limited and Merrimac
Industries, Inc. Mr. Grosman is also a director of Aigle SA. Mr. Maggin is also
a director of Central European Media Enterprises, Ltd. Mr. Solomon is also a
director of BKF Capital Group, Inc., Monro Muffler Brake, Inc. and Office Depot,
Inc.

Each of the directors has been engaged in the principal occupation
indicated in the foregoing table for more than the past five years, except Mr.
Cohen, who was a partner in the law firm of Rosenman & Colin LLP until its
February 1, 2002 merger with Katten Muchin Zavis, at which time he became
counsel to the merged firm, Katten Muchin Zavis Rosenman; Mr. Maggin, who from
1999 until 2002 was also the Chief Executive Officer of TDN, Inc. (d/b/a at TV
Media, Inc.), a marketer of interactive television advertising; Mr. Nasella, who
was Chairman of Online Retail Partners, Inc., a venture capital and information
technology services company, from 1999 until 2001 and Chairman and Chief
Executive Officer of Star Markets Co., Inc., a food retailer, from 1994 until
1999; and Mr. Nather, who was a partner of McKinsey & Company, a management
consulting firm, from 1993 to 2001.

The Board of Directors has determined the independence (or lack thereof) of
each of the Company's directors and, as a result thereof, concluded that a
majority of its directors are independent, as required under the rules of the
New York Stock Exchange. The Company's Common Stock is listed for trading on the
New York Stock Exchange. Specifically, the Board determined that each of the
Company's directors, other than Messrs. Klatsky, Weber, Goldberg and Lee are
independent under Section 303A(2) of the New York Stock Exchange rules. In
making such determinations, the Board considered (i) whether a director had,
within the last three years, any of the relationships under Section 303A(2)(b)
of the New York Stock Exchange rules with the Company which disqualify a
director from being considered independent, (ii) whether the director had any
disclosable transaction or relationship with the Company under Item 404 of
Regulation S-K of the Exchange Act, which relates to transactions and
relationships between directors and their affiliates, on the one hand, and the
Company and its affiliates (including management), on the other, and (iii) the
factors suggested in the New York Stock Exchange's Commentary to Section
303A(2), such as a commercial, consulting and other relationship, or other
interactions with management that do not meet the absolute thresholds under
Section 303A(2) or Item 404(a) or 404(b) but which, nonetheless, could reflect
upon a director's independence from management. In considering the materiality
of any transactions or relationships that do not require disqualification under
Section 303A(2)(b), the Board considered the materiality of the transaction or
relationship to each of the director, the director's business organization and
the Company and whether the relationship between (i) the director's business
organization and the Company, (ii) the director and the Company and (iii) the
director and his business organization interfered with the director's business
judgment.

No family relationship exists between any director or executive officer of
the Company.

COMMITTEES AND MEETINGS

The Company's Corporate Governance Guidelines provide that each member of
the Board of Directors is expected to use reasonable efforts to attend, in
person, or by telephone, all meetings of the Board and of any committees of
which they are a member as well as the annual meeting of stockholders. Twelve
members of the Board (which then consisted of 13 members) attended the 2003
Annual Meeting of Stockholders.

During the fiscal year ended February 1, 2004, there were five meetings of
the Board of Directors. All of the directors attended at least 75% of the
aggregate number of meetings of the Board of Directors and the Committees of the
Board of Directors on which they served held during the fiscal year.

The non-management directors meet regularly in executive sessions without
management or the management directors, and the independent directors meet at
least once a year without the non-independent directors. Mr. Landau presides at
the executive sessions of the non-management directors.

The Board of Directors of the Company has a standing Audit Committee, a
standing Compensation Committee and a standing Nominating & Governance
Committee. Pursuant to an Investors Rights Agreement between the Company and the
holders of the Series B Stock, the Series B Stockholders have the right to
designate a Series B Director for each such committee, subject to applicable
law, rule and regulation. The Board has determined that the Series B Directors
do not satisfy the requirements under New York Stock Exchange rules that will
become effective as to the Company on the date of the Annual Meeting for audit
committee service.

AUDIT COMMITTEE

The Audit Committee is currently composed of Messrs. Cohen, Maggin and
Nasella, each of whom has been determined by the Board of Directors to be
independent under the current New York Stock Exchange's listing standards. Mr.
Solomon will replace Mr. Nasella on the Committee effective June 15, 2004. Each
of Messrs. Cohen, Maggin and Solomon has been determined by the Board to be
independent for purposes of audit committee service under the listing standards
that will be in effect as to the Company as of the date of the Annual Meeting.
Mr. Nasella, as a designee of the Series B Stockholders, does not qualify as
independent only for audit committee service under such new listing standards.
Mr. Maggin, the Chairman of the Committee, has been determined by the Board to
be an "audit committee financial expert", as defined in Item 401 of Regulation
S-K under the Exchange Act, and "independent", as used in Item 7(d)(3)(iv) of
Schedule 14A under the Exchange Act.

The Board of Directors has adopted a written charter for the Audit
Committee. A copy of the charter is attached to this Proxy Statement as Exhibit
A and is available on Company's website (www.pvh.com). Pursuant to its charter,
the Committee is charged with providing assistance to the Board of Directors in
fulfilling the Board's oversight functions relating to the quality and integrity
of the Company's financial reports, monitoring the Company's financial reporting
process and internal audit function, monitoring the outside auditing firm's
qualifications, independence and performance and performing such other
activities consistent with its charter and the Company's By-laws as the
Committee or the Board deems appropriate. The Committee will also have such
additional functions as are required by the New York Stock Exchange, the SEC and
federal securities law. The Committee is directly responsible for the
appointment, compensation and oversight of the work of the outside auditing
firm.

The Audit Committee held eight meetings during the fiscal year ended
February 1, 2004.

COMPENSATION COMMITTEE

The Compensation Committee is currently composed of Messrs. Grosman and
Landau. The Board of Directors has adopted a written charter for the
Compensation Committee, which is attached to this Proxy Statement as Exhibit B
and is available on the Company's website (www.pvh.com). The charter provides
for the Committee to be composed of three or more directors (two or more until
the date of the 2006 Annual Meeting). All Committee members must be independent
under the rules of the New York Stock Exchange, must qualify as "outside"
directors under Section 162(m) of the Internal Revenue Code of 1986 (the "Code")
and as "non-employee" directors under Rule 16b-3 under the Exchange Act. The
Board has determined that all current members satisfy such requirements
including, in regards to the New York Stock Exchange rules both as to the
existing rules and the new rules that will be in effect as to the Company as of
the date of the Annual Meeting. The Committee, is charged with discharging the
Board of Director's responsibilities relating to the compensation of the
Company's Chief Executive Officers and all of the Company's other "executive
officers" as defined in the Exchange Act. The Committee also has overall
responsibility for approving or recommending to the Board approval of and/or
evaluating all compensation plans, policies and programs of the Company and is
responsible for producing the annual report on executive compensation required
to be included in the Company's proxy statement for each annual meeting of
stockholders.

The Compensation Committee held three meetings during the fiscal year ended
February 1, 2004.

NOMINATING & GOVERNANCE COMMITTEE

The Nominating & Governance Committee currently consists of Messrs. Fuller,
Grosman and Landau. The Board of Directors has adopted a written charter for the
Committee, which is attached to this Proxy Statement as Exhibit C and is
available on the Company's website (www.pvh.com). The charter provides for the
Committee to be composed of three or more directors (two or more until the date
of the 2006 annual meeting), all of whom must meet the independence requirement
under the rules of the New York Stock Exchange. The Board has determined that
all current members satisfy such requirement, both as to the existing rules and
the new rules that come into effect as to the Company as of the date of the
Annual Meeting.

Pursuant to the charter, the Nominating & Governance Committee is charged
with (1) assisting the Board of Directors by identifying individuals qualified
to become Board members and recommending to the Board director nominees for the
next annual meeting of stockholders (other than the designees of the Series B
Stockholders), (2) recommending to the Board Corporate Governance Guidelines
applicable to the Company, (3) overseeing the annual evaluation of the Board and
management and (4) recommending to the Board director nominees for each
committee.

The Nominating & Governance Committee of the Company's Board of Directors
will consider for election to the Board of Directors a nominee recommended by a
stockholder if the recommendation is made in writing and includes (i) the
qualifications of the proposed nominee to serve on the Board of Directors, (ii)
the principal occupations and employment of the proposed nominee during the past
five years, (iii) each directorship currently held by the proposed nominee and
(iv) a statement that the proposed nominee has consented to the nomination. The
recommendation should be addressed to the Secretary of the Company.

The Nominating & Governance Committee seeks and evaluates individuals
qualified to become Board members for recommendation to the Board when and as
appropriate. In evaluating potential candidates, and the need for new directors,
the Committee may consider such factors, including, without limitation,
professional experience and business, charitable or educational background,
performance, age, service on other boards of directors and years of service on
the Company's Board, as the members deem appropriate.

The Nominating & Governance Committee (then only designated as the
Nominating Committee) held one meeting during the fiscal year ended February 1,
2004.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon a review of the filings furnished to the Company pursuant to
Rule 16a-3(e) promulgated under the Exchange Act and on representations from its
executive officers and directors, all filing requirements of Section 16(a) of
said Act were complied with during the fiscal year ended February 1, 2004.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes all plan and non-plan compensation awarded
to, earned by or paid to the Company's Chief Executive Officer and its four most
highly compensated executive officers, other than the Chief Executive Officer
(together, the "Named Executive Officers"), for services rendered in all
capacities to the Company and its subsidiaries for each of the Company's last
three fiscal years, ended February 1, 2004, February 2, 2003 and February 3,
2002 (fiscal 2003, 2002 and 2001 respectively).

LONG-TERM COMPENSATION
----------------------
AWARDS PAYOUTS
------ -------
ANNUAL COMPENSATION
-------------------- LTIP ALL OTHER
NAME AND FISCAL SALARY BONUS OPTIONS PAYOUTS COMPENSATION(1)
PRINCIPAL POSITION YEAR ($) ($) (#) ($) ($)
------------------------------------ -------- ---------- ------------ ---------- ------- ---------------

Emanuel Chirico...................... 2003 800,000 800,744(2) 40,000 792,358(3) 96,449
Executive Vice President and CFO, 2002 600,000 844,740 40,000 - 42,236
Phillips-Van Heusen Corporation 2001 500,000 - 40,000 419,375(4) 61,242

Francis K. Duane 2003 700,000 596,260 30,000 - 17,905
Vice Chairman, Sportswear 2002 600,000 600,000 30,000 - 43,144
Phillips-Van Heusen Corporation 2001 600,000 449,640 30,000 - 50,001

Bruce J. Klatsky..................... 2003 1,200,000 1,847,561(2) 150,000 1,925,680(3) 199,204
Chairman and CEO, 2002 1,000,000 2,152,600 150,000 - 132,932
Phillips-Van Heusen Corporation 2001 1,000,000 - 150,000 1,357,550(4) 203,406

Allen E. Sirkin...................... 2003 750,000 750,000 30,000 - 55,684
Vice Chairman, Dress Shirts, 2002 750,000 750,000 30,000 - 34,155
Phillips-Van Heusen Corporation 2001 750,000 - 30,000 - 62,540

Mark Weber........................... 2003 1,000,000 1,098,316(2) 75,000 990,448(3) 122,679
President and COO, 2002 800,000 1,126,320 75,000 - 131,446
Phillips-Van Heusen Corporation 2001 800,000 - 75,000 671,000(4) 123,874

1 All Other Compensation includes payments or contributions required by the
AIPs and Supplemental Savings Plan, Executive Medical Reimbursement
Insurance Plan and Educational Benefits Plan.

Under the AIPs, each employee, including the Named Executive Officers,
eligible to participate may authorize his or her employer to withhold a
specified percentage of his or her compensation, up to 6% in the case of
certain management and highly compensated employees, including the Named
Executive Officers, and otherwise up to 25% (subject to certain
limitations). Under the Supplemental Savings Plan applicable to certain
management and highly compensated employees, each employee, including the
Named Executive Officers, eligible to participate may currently authorize
his or her employer to withhold a specified percentage of his or her
compensation, up to 15%, including deductions for contributions to the
AIPs. The Company or its subsidiaries currently contribute an amount equal
to 100% of the first 2% of total compensation contributed by an employee
and an amount equal to 25% of the next 4% of total compensation contributed
by such employee. A participant's interest in the amounts arising out of
employer contributions currently vest ratably over the first five years of
employment (regardless of when participation commences), or, if earlier, at
age 65 or upon disability or death. In fiscal 2003, 2002 and 2001,
respectively, the Company made contributions which are reflected under this
column in the amounts of $84,793, $30,581 and $50,558 for Mr. Chirico;
$6,250, $31,489 and $39,317 for Mr. Duane; $187,549, $70,727 and $140,622
for Mr. Klatsky; $45,000, $22,500 and $51,856 for Mr. Sirkin; and $111,024,
$44,130 and $111,024 for Mr. Weber.

The Company's Executive Medical Reimbursement Insurance Plan covers
eligible employees for most medical charges not covered by the basic
medical plan up to a specified annual maximum. The Company incurred
$11,655, $11,655 and $10,684 during fiscal 2003, 2002 and 2001,
respectively, as annual premiums for coverage for each of the Named
Executive Officers, which amounts are reflected under this column.

Under the Company's Educational Benefits Plan, children of eligible
employees received reimbursement of tuition and room and board charges
while attending an accredited college or vocational school. The plan was
terminated in

(Footnotes continue on following page)

(Footnotes continued from previous page)

1986, except with respect to children who were then covered by the plan.
For fiscal 2003, 2002 and 2001, respectively, the benefits received by the
Named Executive Officers, which are reflected under this column, were in
the amounts of $0, $50,550 and $52,100 for Mr. Klatsky; and $62,969,
$75,661 and $35,854 for Mr. Weber.

2 Includes annual bonus under the Company's Performance Incentive Bonus Plan
and a special bonus based on, and in recognition of, the gain on the
Company's sale in June 2003 of its minority interest in Gant Company AB.

3 Payouts were made under the Company's Long-Term Incentive Plan (the
"Long-Term Incentive Plan").

4 Payouts were made pursuant to a long-term incentive plan for the 33-month
period ended February 3, 2002.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information with respect to grants of stock
options to purchase Common Stock awarded to the Named Executive Officers during
the fiscal year ended February 1, 2004. All such grants were made pursuant to
either the Company's 2000 Stock Option Plan (the "2000 Option Plan") or its 1997
Stock Option Plan (the "1997 Option Plan").

INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS EMPLOYEES EXERCISE --------------------------
GRANTED(1) IN FISCAL PRICE EXPIRATION 5% 10%
NAME (#) YEAR ($/SH) DATE ($) ($)
---- ------------ ------------- -------------- ---------- ----------- -----------

Emanuel Chirico............ 40,000 3.9 12.34 4/2/13 310,000 786,800
Francis K. Duane........... 30,000 2.9 12.34 4/2/13 232,500 590,100
Bruce J. Klatsky........... 150,000 14.5 12.34 4/2/13 1,162,500 2,950,500
Allen E. Sirkin............ 30,000 2.9 12.34 4/2/13 232,500 590,100
Mark Weber................. 75,000 7.3 12.34 4/2/13 581,250 1,475,250

-----------------------------

1 One-quarter of the options granted to each of the Named Executive Officers
in fiscal 2003 become exercisable on each of the first through fourth
anniversaries of the grant date.

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The following table sets forth information with respect to option exercises
by the Named Executive Officers during the fiscal year ended February 1, 2004
and the value at February 1, 2004 of unexercised stock options held by the Named
Executive Officers.

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR-END OPTIONS IN-THE-MONEY AT
SHARES ACQUIRED VALUE -------------------------- FISCAL YEAR-END(1)
ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME (#) ($) (#) ($)
---- ----------------- -------------- ---------------------------- ----------------------------

Emanuel Chirico................ 4,800 11,280 178,638 / 110,001 1,033,653 / 518,432
Francis K. Duane............... - - 73,333 / 78,334 342,527 / 285,351
Bruce J. Klatsky............... 3,803 11,941 511,321 / 408,334 2,527,500 / 1,627,651
Allen E. Sirkin................ 2,112 6,632 168,102 / 85,001 746,941 / 351,752
Mark Weber..................... 1,798 5,520 285,793 / 204,167 1,414,342 / 813,825

-----------------------------

1 Fair market value at fiscal year end of securities underlying the options
minus the exercise price of the options.

LONG-TERM INCENTIVE PLANS -
AWARDS IN LAST FISCAL YEAR

The following table sets forth information with respect to the awards made
to the Named Executive Officers under the Company's Long-Term Incentive Plan
during fiscal 2003.

ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS(1)
------------------------------------------------
PERFORMANCE OR OTHER PERIOD THRESHOLD PLAN MAXIMUM
NAME UNTIL MATURATION OF PAYOUT ($) ($) ($)
---- ------------------------------- -------------- ------------ -----------

Bruce J. Klatsky.............. 2/2/03 - 2/5/06 840,000 1,560,000 3,000,000
Mark Weber.................... 2/2/03 - 2/5/06 500,000 850,000 1,500,000
Emanuel Chirico............... 2/2/03 - 2/5/06 400,000 680,000 1,200,000

-------------------------------

1 Based on base salaries as of February 1, 2004. Actual payouts are based on
the base salary in effect on the last day of the performance cycle.

Awards were made to the Company's Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer under the Long-Term Incentive Plan during
fiscal 2003. The payout (which is made in cash) of such awards requires the
Company to achieve both earnings growth and improvement in return on equity, as
determined by the Compensation Committee, based upon the Company's audited
financial statements (excluding special items [both gains and expenses]) over
the three-year performance cycle. Payouts, if earned, will be based on a
percentage of a participant's base salary in effect on the last day of the
performance cycle. The range for the award made in fiscal 2003 for the Chief
Executive Officer is 70%-250% of base salary and the range for the Chief
Operating Officer and the Chief Financial Officer is 50%-150% of base salary. If
the level of achievement falls between two of the targets, the award will be
based on a percentage of the participant's base salary that is on a
straight-line interpolation between the percentages for the two targets. No
payouts will be made if the threshold targets are not satisfied. In the event of
the death or disability of a participant during a performance cycle, the
participant or his estate will receive the payout, if any, which would otherwise
have been payable to the participant for the performance cycle, pro rated to
reflect the portion of the performance cycle worked by the participant. In all
other events, a participant must be employed by the Company on the payment date
with respect to the award or must have died, become disabled, retired under the
Company's retirement plan or have been discharged without cause subsequent to
the end of the performance cycle but prior to the date the award is paid in
order to remain eligible to receive the payout.

PENSION PLAN TABLE

The following table sets forth the aggregate estimated annual benefits
payable, upon retirement at age 65, to employees under the combination of the
pension plan for salaried employees and a supplemental defined benefit plan
applicable to certain management and highly compensated employees (including the
Named Executive Officers), in various compensation and years-of-service
classifications, assuming that the Social Security maximum limit does not change
from its present level of $87,900.

CAREER ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
AVERAGE SALARY PAYABLE AS A LIFE ANNUITY AT AGE 65
-------------- ----------------------------------------------------------------------------------
15 20 25 30 35
-- -- -- -- --

$200,000 38,220 50,310 62,196 73,962 85,692
$400,000 83,220 110,310 137,196 163,962 190,692
$600,000 128,220 170,310 212,196 253,962 295,692
$800,000 173,220 230,310 287,196 343,962 400,692
$1,000,000 218,220 290,310 362,196 433,962 505,692
$1,200,000 263,220 350,310 437,196 523,962 610,692
$1,400,000 308,220 410,310 512,196 613,962 715,692
$1,600,000 353,220 470,310 587,196 703,962 820,692
$1,800,000 398,220 530,310 662,196 793,962 925,692
$2,000,000 443,220 590,310 737,196 883,962 1,030,692
$2,200,000 488,220 650,310 812,196 973,962 1,135,692
$2,400,000 533,220 710,310 887,196 1,063,962 1,240,692
$2,600,000 578,220 770,310 962,196 1,153,962 1,345,692
$2,800,000 623,220 830,310 1,037,196 1,243,962 1,450,692
$3,000,000 668,220 890,310 1,112,196 1,333,962 1,555,692
$3,200,000 713,220 950,310 1,187,196 1,423,962 1,660,692
$3,400,000 758,220 1,010,310 1,262,196 1,513,962 1,765,692
$3,600,000 803,220 1,070,310 1,337,196 1,603,962 1,870,692
$3,800,000 848,220 1,130,310 1,412,196 1,693,962 1,975,692
$4,000,000 893,220 1,190,310 1,487,196 1,783,962 2,080,692

The benefits under the Company's pension plans are generally based on a
participant's career average compensation (except that pre-2000 benefits for
current salaried employees are based on pre-2000 last five-years average
compensation, unless the participant's career average compensation is greater
than the last five-years average). Absent any election by a participant of an
optional form of benefit, benefits under the pension plans become payable at the
time of retirement, normally at age 65. Such benefits under the qualified
pension plans for salaried employees are payable monthly for the life of the
participant and, in most cases, for the life of such participant's surviving
spouse, and benefits under the supplemental defined benefit plan are payable in
a lump sum. Notwithstanding the method of payment of benefits under the pension
plans, the amounts shown in the above table are shown in the actuarial
equivalent amount of a life annuity. The benefits listed above are not subject
to any deduction for Social Security or other offset amounts.

The credited years of service under the pension plans, as of February 1,
2004, for each of the Named Executive Officers is set forth in the following
table.

CREDITED YEARS
NAME OF SERVICE
---- --------------

Emanuel Chirico.......................................... 10
Francis K. Duane......................................... 5
Bruce J. Klatsky......................................... 31
Allen E. Sirkin.......................................... 17
Mark Weber............................................... 31

COMPENSATION OF DIRECTORS

Each director of the Company who is not an employee of the Company or any
of its subsidiaries, other than the Series B Directors, receives a fee of
$30,000 for his or her services as a director of the Company and $2,000 for each
Board of Directors' meeting attended. In addition, each director who is a member
of the Audit Committee or the Compensation Committee, other than a Series B
Director, receives an additional fee of $2,000 for each committee meeting
attended. The Chairmen of the Audit Committee and the Compensation Committee,
other than if a Series B Director, also receive an additional retainer of
$5,000. Pursuant to the Company's stock option plans, each outside director is
entitled to receive, on an annual basis, in the aggregate, non-qualified options
to purchase 10,000 shares of Common Stock at the fair market value on the date
of grant for his or her services as a director. The Series B Directors do not
receive option grants.

The law firm of Katten Muchin Zavis Rosenman, of which Mr. Cohen is
counsel, was engaged as the Company's general outside counsel for fiscal 2003.
The Company has continued to engage such firm during the current fiscal year.
Mr. Cohen does not share in the fees that the Company pays to such law firm and
his compensation is not based on such fees.

Dr. Goldberg, Career Consultants Inc. and S&K Associates, Inc. were paid an
aggregate of approximately $1,294,000 for management consulting and recruiting
services they provided to the Company in fiscal 2003. Dr. Goldberg owns the two
companies. The Company is continuing to utilize such services during the current
fiscal year.

The Company purchased approximately $13,507,000 of products and services
from TAL Apparel Limited and certain related companies during fiscal 2003. Mr.
Lee is a director of TAL Apparel Limited. The Company is continuing to purchase
goods from such companies during the current fiscal year.

In connection with the Company's acquisition of Calvin Klein, Inc. and
certain related companies in fiscal 2003 (collectively, "Calvin Klein"), the
Apax affiliates invested $250 million in the Company through the purchase of the
Series B Stock. See "Security Ownership of Certain Beneficial Owners and
Management." The Apax affiliates are entitled to elect up to three directors to
the Company's Board of Directors and, subject to applicable law, rule and
regulation, to have one of their directors appointed to each of the Audit
Committee, Compensation Committee, Executive Committee and Nominating &
Governance Committee. See "Election of Directors." Also in connection with the
acquisition, the Apax affiliates provided the Company with a $125 million
secured term loan, which accrued interest at the rate of 10% per annum. The term
loan, the full amount of which had been borrowed, was repaid on May 5, 2003.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS

On April 12, 2004, the Company entered into an Employment Agreement with
Mr. Klatsky that provides for the continuation of his employment as Chairman and
Chief Executive Officer for a period of six years. In connection with entering
into the agreement and in consideration for the option grant described below,
Mr. Klatsky has agreed to forego future participation in any long-term incentive
compensation plan of the Company, including the receipt of annual stock option
grants under the Company's stock option plans and participation in performance
cycles under the Long-Term Incentive Plan. Mr. Klatsky has also agreed to
certain restrictive covenants governing competitive and other activities during
and after employment, including a confidentiality provision, a provision
prohibiting Mr. Klatsky from competing against the Company (other than after a
change in control) and soliciting its customers and employees and a mutual
non-disparagement clause. The agreement provides for continuation of Mr.
Klatsky's employment during the term at no less than his current base salary, as
well as for his participation in any annual incentive programs of the Company as
in effect from time to time for executives.

As part of the agreement, Mr. Klatsky was granted stock options under the
Company's 1997, 2000 and 2003 Option Plans to purchase an aggregate of 1,750,000
shares of Common Stock (subject, with respect to options covering 309,940 of
such shares, to stockholder approval of the proposed amendment to the 2003
Option Plan). See "Approval of an Amendment to the Company's 2003 Stock Option
Plan." The grant is intended to recognize value created for the Company and its
stockholders by virtue of the Company's acquisition of Calvin Klein, in which
Mr. Klatsky played a principal role. The options have a seven-year term, vest on
the sixth anniversary of the date of grant and have an $18.75 per share exercise
price. The options are subject to accelerated vesting if the Common Stock trades
at specified 20-consecutive trading day averages. These trading averages
represent price increases of 88%, 109% and 130% from the stock price on the date
of the acquisition. In addition, the stock options would also vest on an
accelerated basis upon the earliest to occur of (i) a termination of the Mr.
Klatsky's employment by the Company without cause (as defined) or by him for
good reason (as defined), (ii) upon his death or disability (as defined), or
(iii) upon a change in control (as defined). Upon a termination of Mr. Klatsky's
employment (other than for cause), any vested portion of the option will

remain exercisable for the shorter of three years from the date of termination
and the remaining portion of the seven-year option term.

The employment agreement also provides for certain payments and benefits
upon the termination of Mr. Klatsky's employment, which payments are generally
provided for under the pre-existing plans and agreements with Mr. Klatsky, as
described below, or above under the heading "Executive Compensation." In all
instances, Mr. Klatsky would be entitled to his salary and other amounts earned
or owing to Mr. Klatsky through his date of termination but not yet paid,
including incentive amounts for performance periods that have ended prior to the
date of termination, as well as any other payments, entitlements or benefits to
which he has rights under the terms of any applicable plans, programs,
arrangements or other agreements with the Company. In addition:

1. Upon a termination of Mr. Klatsky's employment by the Company without
cause, or by Mr. Klatsky with good reason, his outstanding stock
options will vest and remain exercisable for the period applicable to
retirees under the applicable option plan, and he will be entitled to
receive the severance payment and benefits continuation pursuant to
the special Severance Benefit Plan, as described below.

2. If Mr. Klatsky's employment is terminated by reason of his death or
disability, any outstanding stock options will vest and remain
exercisable for the period applicable to retirees under the applicable
option plan, and he and his eligible dependents will continue to be
covered under the Company's medical insurance plan.

3. If Mr. Klatsky's employment is terminated by the Company for cause,
all obligations to Mr. Klatsky will terminate, other than for the
payment of accrued and unpaid amounts and provision of the benefits
set forth in the paragraph above and, for 90 days after the date of
termination, the portion of the option grant described above that was
vested as of the date of termination, if any, will remain exercisable
(and the portion that was not vested will be forfeited and cancelled
effective as of such date).

4. Any voluntary resignation by Mr. Klatsky (which does not include a
resignation in connection with a termination by the Company for cause)
will be deemed to be a retirement and will be treated as a retirement
for purposes of any plan, policy, program or arrangement of the
Company or any affiliate thereof as to which Mr. Klatsky has any
rights. (Mr. Klatsky satisfies the requirements to qualify as a
retiree today). Upon retirement, the portion of the option grant
described above that was vested as of the retirement date, if any,
will remain exercisable for the shorter of three years from such
retirement date and the remaining portion of the seven-year term (with
the unvested portion forfeited and cancelled as of such date). All
other outstanding options, if any, will vest and will remain
exercisable for the period applicable to retirees under the applicable
option plan.

5. Upon a change in control, the option grant described above and all
other outstanding stock options will vest. A termination of Mr.
Klatsky's employment following the change in control (other than a
termination by the Company for cause) will be treated as a retirement
for purposes of the post-termination exercise period under the
applicable option plan. With respect to the option described above,
this means that it will remain exercisable for the shorter of three
years from such retirement date and the remaining portion of the
seven-year term. With respect to all other options, it means that they
will remain exercisable for the period applicable to retirees under
the applicable option plan. In addition, if any payments, entitlements
or benefits received under the employment agreement or otherwise are
subject to the excise tax imposed under the Code on excess parachute
payments, an additional payment will be made to restore Mr. Klatsky to
the after-tax position that he would have been in if the excise tax
had not been imposed.

The Company has had in effect since 1987 a Special Severance Benefit Plan.
Upon the termination of the employment of any participant in the plan within two
years after a change in control of the Company (as defined in the Plan), the
participant receives a lump sum payment in an amount generally equal to three
times the average annual total cash compensation paid to or accrued for him or
her during the two-year period preceding the date of termination. If any
payments, entitlements or benefits received under the Special Severance Benefit
Plan or otherwise are subject to the excise tax imposed under the Code on excess
parachute payments, an additional payment will be made to restore the
participant to the after-tax position that he or she would have been in if the
excise tax had not been imposed. In addition, the participant receives
comparable medical, dental and life insurance coverage for himself or herself
and his or her family for a three-year period after termination. Mr. Klatsky is
the only current participant in the Special Severance Benefit Plan. Mr. Klatsky
is also entitled to the payments provided for under the Special Severance
Benefit Plan if his employment is

terminated without cause or by him for good reason under his employment
agreement and (i) if he is not continued as the Company's Chief Executive
Officer and Chairman of the Board of Directors prior to his retirement as an
employee of the Company, (ii) in the event of the appointment by the Board of
Directors of an officer or the hiring by the Board of Directors of an employee
with authority equal or superior to the authority of Mr. Klatsky at any time
prior to his retirement as an employee of the Company, (iii) if the Company
fails to maintain the terms and conditions of Mr. Klatsky's employment, or (iv)
upon a termination of the Special Severance Benefit Plan.

Under the Company's capital accumulation program, the participants are
party to individual agreements under which participants remaining in the employ
of the Company until established target dates earn specified dollar amounts. The
agreements provide that if a participant's employment with the Company is
terminated following a change in control of the Company (as defined in such
agreements), the full undiscounted value of the future payments to be made to
the participant thereunder become immediately payable in a lump sum. The
benefits under the capital accumulation program agreements are forfeited upon a
termination of a participant's employment for cause. Further, each participant's
rights are subject to non-competition and non-disclosure restrictions that
automatically terminate upon a change in control of the Company. Messrs.
Klatsky, Weber, Chirico and Sirkin are each parties to an agreement with the
Company under the capital accumulation program. Pursuant to Mr. Klatsky's
employment agreement, benefits under his capital accumulation program agreement
will also become immediately payable in an undiscounted lump sum upon a
termination of his employment (i) by the Company without cause or by Mr. Klatsky
for good reason, (ii) upon Mr. Klatsky's retirement, death or disability or
(iii) upon a termination of employment following a change in control (as defined
in the employment agreement).

All options that were previously granted under any of the Company's option
plans and which have not expired or been otherwise cancelled become immediately
exercisable in full upon a change in control of the Company.

The Company has employment agreements with 22 of its senior executives,
including Messrs. Chirico, Duane, Sirkin and Weber. These agreements outline the
compensation and benefits to be paid to these executives during their employment
and specifically state the current base salary of each such executive: $800,000
for Mr. Chirico, $700,000 for Mr. Duane, $750,000 for Mr. Sirkin and $1,000,000
for Mr. Weber. The agreements permit the Company to both raise and lower
salaries. In addition, the agreements outline the executives' rights to
severance upon termination of employment. Generally, the executives are entitled
to severance only if employment is terminated by the Company without cause (as
defined in the agreements), in which case the severed officer is entitled to the
greater of two weeks pay for each year of employment with the Company and one
year's base salary (18 months' base salary for Mr. Chirico and two years' base
salary for Mr. Weber). Mr. Weber is also entitled to two times his average
salary and bonus for the prior two years if he terminates his employment because
he does not succeed Mr. Klatsky as Chairman and Chief Executive Officer of the
Company or if he is required to report to another executive other than Mr.
Klatsky. The executives are also only required to pay the active employee rate
for medical and dental insurance during the period severance is paid.
Additionally, the executives are entitled to severance upon the termination of
their employment by the Company without cause (or by the executive for good
reason) within two years after a change of control of the Company (as defined in
the agreements). Termination without cause includes voluntary termination by the
executive if certain material changes are made to the terms of the executive's
employment after a change of control. In either such case, the officer receives
a lump sum payment in an amount equal to two times (three times in the case of
Mr. Weber) the average annual total cash compensation paid to or accrued for him
or her during the two-year period preceding the date of termination. In
addition, if any payments, entitlements or benefits received by an executive
under his or her agreement are subject to the excise taxes on excess parachute
payments, the executive is entitled to an additional payment to restore the
executive to the after-tax position that he or she would have been in if the
excise tax had not been imposed. The executive also receives comparable medical,
dental and life insurance coverage for himself or herself and his or her family
for a two-year period (three years for Mr. Weber) after termination. The
agreements also include certain restrictive covenants in favor of the Company,
including agreements regarding the use of confidential information,
non-interference with business relationships, non-solicitation of employees and
post-termination employment restrictions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended February 1, 2004, the members of the
Compensation Committee included Marc Grosman, Dennis F. Hightower, Maria Elena
Lagomasino, David A. Landau and Peter J. Solomon. Ms. Lagomasino resigned from
the Board of Directors in February 2003 after the end of fiscal 2002 and was
replaced on the Committee by Peter J. Solomon prior to any meetings. David A.
Landau was subsequently added to the Committee later in February as the Series B
Director designee to the Committee. Mr. Solomon left the Committee in April 2003
and Mr. Hightower resigned from the Committee in connection with his resignation
as a director in September 2003. There were no interlocks or insider
participations as defined in the proxy regulations of the Securities and
Exchange Commission.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is currently composed of Messrs. Grosman and
Landau. The Committee is charged with discharging the Board of Director's
responsibilities relating to the compensation of the Company's Chief Executive
Officers and all of the Company's other "executive officers" as defined in the
Exchange Act. The Committee also has overall responsibility for approving or
recommending to the Board approval of and/or evaluating all compensation plans,
policies and programs of the Company and is responsible for producing the annual
report on executive compensation required to be included in the Company's proxy
statement for each annual meeting of stockholders.

OVERALL POLICY

The Compensation Committee believes that the Company's executive officers
constitute a highly qualified management team that has been largely responsible
for the Company's success. The Compensation Committee has structured the
Company's executive officer compensation program primarily (i) to compensate its
executive officers on an annual basis with a stable, secure cash salary at a
sufficiently high level to retain and motivate these officers, (ii) to provide
short-term incentives to executive officers to attain certain financial targets
and to reward certain accomplishments or activities, (iii) to link a portion of
its executive officers' compensation to long-term increases in value created for
the Company's stockholders by the efforts of these officers and (iv) to be
consistent with the Company's high ethical standards. The Compensation Committee
targets the compensation levels of its top three executives to approximate the
competitive median if the Company achieves its budget plan, to exceed the median
and approach the 75th percentile of competitive compensation levels if the plan
is exceeded and to be below the competitive median if the budget plan is not
attained. Information regarding competitive compensation generally is compiled
by compensation consultants retained by the Committee. Although the Company's
compensation program does not rely to any significant extent on fringe benefits
or perquisites, its fringe benefit plans are believed to be generally
competitive. The Company believes that it has a reputation for providing a
reasonably high level of job security in an industry known for high levels of
executive turnover.

The Compensation Committee reviews annually the Company's executive officer
compensation package, taking into account corporate performance, stock price
performance and total return to stockholders, as well as industry conditions,
recommendations of the Company's Chief Executive Officer and compensation
awarded to executives in other companies, especially those involved in the
fashion and apparel industries. In establishing future executive officer
compensation packages, the Compensation Committee may adopt additional long-term
incentive and/or annual bonus plans to meet the needs of changing employment
markets and economic, accounting and tax conditions. In determining the
compensation of each individual executive officer, the Compensation Committee
intends to take into account the performance of the executive and the full
compensation package afforded by the Company to him or her, including pension
benefits, insurance and other benefits. The views of the Company's Chief
Executive Officer are considered by the Compensation Committee in their review
of the performance and compensation of each individual executive officer.

BASE SALARIES

Annual salaries are determined by evaluating the performance of the Company
and of each individual executive officer. In the case of executive officers with
responsibility for particular operations of the Company, the financial results
of those operations are also considered. In evaluating overall performance and
results of particular operations of the Company, the Compensation Committee
reviews the extent to which the Company or the particular operations achieved
budgeted estimates for sales, gross and after-tax margins and earnings per share
and may also consider the Company's sales and earnings results compared to those
of many public peer companies (including companies that are part of the Line of
Business Index). Where appropriate, the Compensation Committee considers
non-financial performance measures, including market share increases,
manufacturing and distribution efficiency gains, improvements in product
quality, improvements in relations with customers and suppliers and a
demonstrated commitment to the welfare and dignity of the Company's employees.
Also considered are years of service to the Company. Finally, the Compensation
Committee takes into account the relative salaries of the executive officers and
determines what it believes are appropriate compensation level distinctions
between and among the executive officers, including between the Company's Chief
Executive Officer and the other executive officers. There is no specific
relationship between achieving or failing to achieve the budgeted estimates or
the Company's relative results and the annual salaries determined by the
Compensation Committee for any of the executive officers. No specific weight is
attributed to any of the factors considered by the Compensation Committee; the
Compensation Committee considers all factors and makes a subjective
determination, based upon the experience of its members and the recommendations
of the Company's Chief Executive Officer, of appropriate compensation levels.

In determining the base salary of the Company's Chief Executive Officer for
the fiscal year ended February 1, 2004, the Compensation Committee took into
account the salaries of chief executive officers of many public peer companies
(including companies that are part of the Line of Business Index), compensation
information provided by an outside consultant, the performance of the Common
Stock over the prior several years, the assessment by the Compensation Committee
of Mr. Klatsky's individual performance and the fact that Mr. Klatsky had not
had a raise in three years. The Committee also took into account the incentive
components of Mr. Klatsky's compensation package under the Company's stock
option, bonus and long-term incentive plans and the potential payouts and other
value under those plans.

SHORT-TERM INCENTIVES

PERFORMANCE INCENTIVE BONUS PLAN. Stockholders approved the Company's
Performance Incentive Bonus Plan (the "Bonus Plan") at the 2000 Annual Meeting
of Stockholders. Under the Bonus Plan, the Company's senior executives,
including the Named Executive Officers, can receive a bonus based on annual
earnings targets for the Company as a whole, in the case of senior corporate
executives, including the Chief Executive, Chief Operating and Chief Financial
Officers or, in the case of the Vice Chairmen and the other senior divisional
executives, annual earnings targets for their respective divisions. The
Compensation Committee established earnings targets for fiscal 2003 for the
executive officers, excluding special items (including the gain on the sale of
the Company's stake in Gant Company AB and the costs related to the Calvin Klein
acquisition). The targets provided for the threshold earnings levels (below
which no bonus would be paid), target earnings levels, and maximum earnings
levels (above which no additional bonus is earned), and the percentage of base
salary payable for the achievement of such targets (with achievement of levels
between targets equal to a percentage of base salary that is on a straight-line
interpolation between the two targets). In accordance with the Bonus Plan, the
amount of each Named Executive Officer's bonus payment for fiscal 2003 was
determined by the end of the first quarter of the current fiscal year. Messrs.
Klatsky, Weber and Chirico all earned bonuses near the target level, and Messrs.
Sirkin and Duane earned bonuses at or near the maximum level for fiscal 2003,
and received their bonus payments in the first quarter of the current fiscal
year.

DISCRETIONARY BONUSES. The Compensation Committee has the authority to
award annual bonuses to executive officers on a discretionary basis. In
determining whether to award discretionary bonuses, the Compensation Committee
reviews each executive's overall compensation package and takes into account
factors including, but not limited to, the assessment by the Compensation
Committee of each executive's individual performance and the compensation
awarded to executives in other companies, especially companies involved in the
fashion and apparel industries. The Compensation Committee may also award
bonuses for undertaking additional duties or accomplishing specific projects or
achieving specific benefits for the Company, such as special efforts in
connection with a transaction or the disposition on favorable terms of corporate
assets. In this regard, the Compensation Committee put in place in fiscal 2002 a
plan that would reward Messrs. Klatsky, Weber and Chirico if they could sell the
Company's minority interest in Gant Company AB in excess of its book value. Such
sale was consummated in fiscal 2003 and Messrs. Klatsky, Weber and Chirico each
received a bonus based on the gain on the sale in excess of book value. The
Compensation Committee has the authority to place restrictions, such as a
vesting period, on any discretionary bonus it awards to an executive officer.

LONG-TERM INCENTIVES

STOCK OPTIONS. The Company currently has in effect three stock option
plans, the 1997 Option Plan, the 2000 Option Plan and the 2003 Option Plan under
which options to purchase Common Stock are granted. In addition, options to
purchase Common Stock under the Company's 1987 Stock Option Plan are still
outstanding. The Company's option plans are administered by the Compensation
Committee in its capacity as the Stock Option Committee under each of the plans.
Stock options are designed to align the interests of grantees with those of the
stockholders. The stock option grants made in fiscal 2003 to participants,
including the executive officers, were made under the 1997 and 2000 Option
Plans, may not be exercised until the first anniversary of the date of grant and
do not become fully exercisable until the fourth anniversary of the date of the
grant. The stock options granted to the executive officers (and other grantees)
generally remain exercisable during employment until the tenth anniversary of
the date of grant. The terms of the grants made in fiscal 2003 were consistent
with the annual grants made in recent years. The Committee believes that this
approach provides an incentive to the executive to increase stockholder value
over the long term, since the full benefit of the options granted cannot be
realized unless stock price appreciation occurs over a number of years. The
Compensation Committee intends to review the Company's continued use of stock
options as a material component of its compensation structure if the recent
proposal regarding the expensing of options issued by the Financial Accounting
Standards Board is adopted.

The annual option grants for fiscal 2003 were made in April 2003 to
approximately 290 of the key employees of the Company, including the Named
Executive Officers. Each such individual received a fixed number of shares
relative to his or her salary range and position within the Company. Options
were granted to the executive officers in an amount such that the value of the
award, when combined with base compensation, potential bonuses under the Bonus
Plan and, in the case of the top three executive officers, potential payouts
under the Company's Long-Term Incentive Plan, would

provide competitive total compensation relative to comparable positions at other
companies. Beginning with the current fiscal year, for the reasons explained
under the heading "Employment Contracts, Termination of Employment and
Change-in-Control Arrangements", Mr. Klatsky will no longer receive an annual
grant of stock options.

LONG-TERM INCENTIVE PLAN. Stockholders approved the Long-Term Incentive
Plan at the 2000 Annual Meeting of Stockholders. The participants in the
Long-Term Incentive Plan are the Company's Chief Executive Officer, Chief
Operating Officer and Chief Financial Officer, although for the performance
cycle beginning with the current fiscal year, and any performance cycle
beginning in future periods, Mr. Klatsky will no longer be a participant in the
plan for the reasons explained under the heading "Employment Contracts,
Termination of Employment and Change-in-Control Arrangements." The Long-Term
Incentive Plan provides for the payment of cash awards upon the achievement of
goals established by the Compensation Committee at the beginning of each
performance cycle. In fiscal 2003, consistent with prior awards, the Committee
established goals for the participants which require the Company to achieve both
earnings growth and improvement in return on equity over the three-year
performance cycle. The goals exclude special items, including certain costs
attributable to the Calvin Klein acquisition. The targets provide for payouts at
threshold, target and maximum percentages of base salary if the target is
achieved (with achievement between targets being equal to a percentage of base
salary that is on a straight-line interpolation between the two targets). The
amount of a participant's payout, if any, will be determined by the Compensation
Committee, by the end of the first quarter of the fiscal year immediately
following the end of the performance cycle. See "Executive Compensation -
Long-Term Incentive Plans - Awards in Last Fiscal Year." Messrs. Klatsky, Weber
and Chirico received payouts near the target level in the current fiscal year
with respect to the performance cycle ended February 1, 2004.

In view of changing tax laws and economic and employment conditions, the
Compensation Committee regularly examines other methods of long-term and
short-term incentive-based compensation for executive officers and intends to
implement, when appropriate, such methods in lieu of or in addition to the
existing plans. In addition, the Compensation Committee may create special bonus
pools or modify existing arrangements when special conditions or events warrant.

STOCK OWNERSHIP

To ensure that management's interests remain aligned with stockholders'
interests, the Company encourages key executives to retain shares acquired
pursuant to the exercise of stock options. In addition, employees of the
Company, including the executive officers, may acquire Common Stock of the
Company through the AIPs, subject to certain limitations on the amount an
employee can contribute to or hold in the PVH Stock Fund. Most of the Company's
executive officers have a significant portion of their AIP accounts invested in
the PVH Stock Fund.

FEDERAL INCOME TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Section 162(m) of the Code, limits the amount of compensation a publicly
held corporation may deduct as a business expense for Federal income tax
purposes. The deductibility limit, which applies to a company's chief executive
officer and the four other most highly compensated executive officers, is $1
million, subject to certain exceptions. The exceptions include the general
exclusion of performance-based compensation from the calculation of an executive
officer's compensation for purposes of determining whether his or her
compensation exceeds the deductibility limit. Although the Company generally has
not in the past paid its executive officers compensation which is not fully
deductible, the Compensation Committee also recognizes that in certain instances
it may be in the best interest of the Company to provide compensation that is
not fully deductible and has done so, such as with the Chief Executive's current
base salary.

Compensation Committee

David A. Landau, Chairman
Marc Grosman
Peter J. Solomon (not currently a member)

PERFORMANCE GRAPH

The following performance graph is a line graph comparing the yearly change
in the cumulative total stockholder return on the Common Stock against the
cumulative return of the Russell 2000 Index, the S&P Apparel, Accessories and
Luxury Goods Index and a line of business index comprised of the S&P Retail
Composite Index, the S&P Textile (Apparel) Index and the S&P Footwear Index for
the five fiscal years ended February 1, 2004. The Company intends to use the S&P
Apparel, Accessories and Luxury Goods Index in the graph in future years in lieu
of the line of business index that it has used in prior years because the
Company is included in the S&P Apparel, Accessories and Luxury Goods Index and
the business of the other companies in such index are more comparable to the
Company's business than the companies included in the indices that comprise the
line of business index, particularly due to changes in the Company's business
during fiscal 2003, with the acquisition of Calvin Klein and the exiting of the
wholesale footwear business.

COMPARISON OF 5 YEAR CUMULATIVE
TOTAL RETURN

[CHART OMITTED]

TOTAL RETURN TO SHAREHOLDERS
(INCLUDES REINVESTMENT OF DIVIDENDS)

ANNUAL RETURN PERCENTAGE
YEARS ENDING

COMPANY / INDEX 1/30/00 2/04/01 2/3/02 2/2/03 2/1/04
------------------------------------------------------------------------------------------------

PHILLIPS-VAN HEUSEN CORPORATION 12.77 104.19 -17.59 4.61 48.86
RUSSELL 2000 19.72 0.53 -2.82 -21.38 58.03
S&P 500 APPAREL, ACCESSORIES & LUXURY GOODS -30.46 36.25 13.73 -14.82 16.99
LINE OF BUSINESS INDEX -5.19 16.93 10.35 -22.67 39.56

INDEXED RETURNS
BASE YEARS ENDING
PERIOD
COMPANY / INDEX 1/31/99 1/30/00 2/04/01 2/3/02 2/2/03 2/1/04
---------------------------------------------------------------------------------------------------------

PHILLIPS-VAN HEUSEN CORPORATION 100 112.77 230.27 189.77 198.52 295.51
RUSSELL 2000 100 119.72 120.35 116.96 91.96 145.31
S&P 500 APPAREL, ACCESSORIES & LUXURY GOODS 100 69.54 94.75 107.76 91.79 107.38
LINE OF BUSINESS INDEX 100 94.81 110.86 122.33 94.60 132.03

----------

Note: Line of Business Index is composed of a blended weighting of the S&P
Retail Composite Index (50%), the S&P Textile (Apparel) Index (33%) and
the S&P Footwear Index (17%) to correspond generally to the Company's
historical sales attributable to its retail, wholesale apparel and
wholesale footwear operations at the time the requirement to include a
performance graph was first implemented.

VALUE OF $100.00 INVESTED AFTER FIVE YEARS:
Phillips-Van Heusen Corporation Common Stock........ $295.51
Russell 2000 Index.................................. $145.31
S&P Apparel, Accessories and Luxury Goods Index..... $107.38
Line of Business Index.............................. $132.04

AUDIT COMMITTEE REPORT

The Company's management has the primary responsibility for the financial
statements and the reporting process, including the system of internal controls.
The independent auditors audit the Company's financial statements and express an
opinion on the financial statements based on their audit. The Audit Committee
reviews the Company's financial reporting process on behalf of the Board of
Directors. Last year, the Audit Committee revised its written charter
principally to take into consideration new requirements promulgated pursuant to
the Sarbanes-Oxley Act of 2002 and the new listing requirements adopted in 2003
by the New York Stock Exchange, which was then approved by the Board of
Directors. The revised charter is attached as Exhibit A to this Proxy Statement.

As part of its oversight of the Company's financial statements and
reporting process, the Audit Committee has met and held discussions with Company
management, the Company's internal auditing staff and Ernst & Young LLP, the
Company's independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States, and the Committee
has reviewed and discussed the audited consolidated financial statements with
management and the independent auditors. The Committee discussed with the
independent auditors matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication With Audit Committees).

In addition, the Audit Committee has received the written disclosures and
the letter from the independent auditors required by Independence Standards
Board Standard No. 1 (Independence Discussions With Audit Committees) and has
discussed with the independent auditors, the auditors' independence from the
Company and its management. The Committee has also considered whether the
independent auditors' provision of other non-audit services to the Company is
compatible with the auditors' independence.

The Audit Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, the evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors the inclusion of the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended February 1, 2004, as filed with the SEC. The Committee also
has recommended, subject to stockholder approval, the selection of the Company's
independent auditors.

The members of the Audit Committee reviewed on a quarterly basis the
Company's earnings releases and, as applicable, its quarterly reports on Form
10-Q and annual report on Form 10-K. In addition, the Committee met quarterly
with Company management and the Company's independent auditors to discuss the
earnings releases.

Mr. Nasella will step down from the Committee effective June 14, 2004 and
Mr. Solomon will join the Committee effective June 15, 2004.

Audit Committee

Bruce Maggin, Chairperson
Edward H. Cohen
Henry Nasella

APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2003 STOCK OPTION PLAN

The 2003 Option Plan authorizes the grant of options to purchase shares of
Common Stock to key employees of the Company and its subsidiaries, to the
non-employee directors of the Company and to certain other persons. Under the
Plan, the Company may grant to eligible individuals incentive stock options, as
defined in Section 422(b) of the Code, and/or non-qualified stock options. The
Plan was approved by stockholders in 2003 and provides for grants of options to
purchase up to 5,400,000 shares of Common Stock, with a limit to 1,200,000 of
the maximum number of shares subject to options granted to any one participant
in any fiscal year.

On April 27, 2004, the Board of Directors adopted, upon the recommendation
of the Compensation Committee and a majority of the independent directors, and
subject to stockholder approval, an amendment to the 2003 Option Plan that would
increase to 1,600,000 the maximum number of shares that can be subject to
options granted to any one participant in any fiscal year. Approval of the
amendment is required for the Chairman and Chief Executive Officer the Company
to receive the benefit of the grant of options to him discussed under the
heading "Employment Contracts, Termination of Employment and Change-in-Control
Arrangements" with respect to options covering 309,940 shares of Common Stock.
Approval of the amendment requires the affirmative vote of a majority of the
votes cast on the proposal at the Annual Meeting of Stockholders.

The following summary of certain features of the 2003 Stock Option Plan is
qualified in its entirety by reference to the full text of the Plan, which is
Exhibit D to this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT
TO THE 2003 OPTION PLAN.

NATURE AND PURPOSES OF THE 2003 OPTION PLAN

The purposes of the 2003 Option Plan are to induce certain individuals to
remain in the employ or service of the Company and its subsidiaries, to attract
new individuals to enter into such employment or service and to encourage such
individuals to secure or increase on reasonable terms their stock ownership in
the Company. The Board of Directors believes that the Plan will promote
continuity of management and increased incentive and personal interest in the
welfare of the Company by those who are or may become primarily responsible for
shaping and carrying out the long-range plans of the Company and securing its
continued growth and financial success. The approximate number of persons
eligible to participate in the Plan is 290.

DURATION AND MODIFICATION

The 2003 Option Plan will terminate not later than April 30, 2013. The
Board of Directors may at any time terminate the Plan or make such modifications
of the Plan as it may deem advisable. However, except in certain limited
circumstances, the Board may not, without further approval by the stockholders,
increase the number of shares of Common Stock as to which options may be granted
under the Plan, change the class of persons eligible to participate in the Plan,
change the manner of determining the option prices, amend any option to reduce
the option price, or cancel any outstanding option and contemporaneously award a
new option to the same participant for substantially the same number of shares
at a lower option price.

ADMINISTRATION

The 2003 Option Plan is administered by the Compensation Committee or such
other committee of the Board of Directors that the Board may designate from time
to time (the "Option Committee"). The Option Committee must consist of two or
more members of the Board of Directors who are intended to be "non-employee
directors" within the meaning of Rule 16b-3 under the Exchange Act and "outside
directors" within the meaning of Section 162(m) of the Code. The members of the
Option Committee are appointed annually by the Board. The Option Committee,
among other things, has complete authority, in its discretion, to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it and
to determine the participants in the Plan, the time and price at which options
will be granted, the period during which options will be exercisable, the number
of shares subject to each option and whether an option will be an incentive
stock option, a non-qualified stock option or a combination thereof. The Option
Committee will not have the discretion to determine any of the foregoing with
respect to the non-discretionary options granted to non-employee directors. All
options granted to non-employee directors are non-qualified stock options.
Authority is delegated to a director who is an employee of the Company to make
grants to employees of the Company or its subsidiaries of not more than 5,000
per person per year and not more than 100,000 in the aggregate in any year. Such
grants may not be made to any officer of the Company who is subject to the
reporting requirements under Section 16 of the Exchange Act or whose
compensation is, or is likely to become, subject to the provisions of Section
162(m) of the Code. The members of the Option Committee do not receive
additional compensation for service in connection with the administration of the
Plan. Compensation

Committee members receive a $2,000 fee for each Compensation Committee meeting
attended and the Chairman of the Compensation Committee, if not a Series B
Director, receives a $5,000 fee for such service.

DESCRIPTION OF OPTIONS

Under the 2003 Option Plan, the per share exercise price of any option may
not be less than the fair market value of a share of Common Stock on the date of
grant, which generally is the closing sale price of the Common Stock on the New
York Stock Exchange on the business day preceding the date of grant. The
aggregate fair market value of the shares of Common Stock for which a
participant may be granted incentive stock options which are exercisable for the
first time in any calendar year may not exceed $100,000. No participant may,
during any fiscal year, be granted options under the Plan to purchase more than
1,200,000 shares of the Common Stock. The amendment which has been submitted to
the stockholders for approval would increase this limit to 1,600,000.

Directors who are not employees of the Company or its subsidiaries, other
than the Series B Directors, receive a non-discretionary annual grant of options
to purchase 10,000 shares of Common Stock at 100% of the fair market value on
the date of grant.

Options granted under the 2003 Option Plan generally become exercisable
with respect to 25% of the underlying shares on the first anniversary of the
date of grant, 50% of the underlying shares on the second anniversary of the
date of grant, 75% of the underlying shares on the third anniversary of the date
of grant and 100% of the underlying shares on the fourth anniversary of the date
of grant, unless otherwise determined by the Option Committee at the time of the
grant of the option. In the event of a change in control (as defined in the
Plan), all options that have been previously granted and have not expired or
otherwise been cancelled or become unexercisable become immediately exercisable.
The Board may permit any option to be exercised in whole or in part prior to the
time that it would otherwise be exercisable. Upon the exercise of an option, the
option price must be paid in cash or, if the Committee so determined at the time
of the grant of the option, in shares of Common Stock. An option may not be
granted for a period in excess of 10 years from the date of grant.

In the event of the death or retirement of an optionee, all options that
have been previously granted and have not expired or otherwise been cancelled
become immediately exercisable, unless otherwise provided at the time of the
grant of the option. If such options are not thereafter exercised, they will
terminate, generally within three months after the qualification of the
representative of such optionee's estate in the event of such optionee's death
or three years of such optionee's retirement, unless otherwise provided at the
time of the grant of the option. If an optionee leaves the employ of the Company
or one of its subsidiaries or ceases to serve as a director of the Company prior
to his or her death or retirement, any then exercisable options previously
granted to but not exercised by such optionee will terminate within 90 days of
such optionee's termination of employment or service as a director, unless
otherwise provided at the time of the grant of the option.

Non-qualified stock options may be transferred for no consideration to or
for the benefit of the optionee's immediate family (as defined in the 2003
Option Plan), a trust for the exclusive benefit of the optionee and his or her
immediate family or to a partnership or limited liability company for one or
more members of the optionee and his or her immediate family. Any transfer of a
non-qualified stock option must be approved in advance by the Compensation
Committee and may be approved subject to such conditions as the Option Committee
may impose.

The number of shares reserved for issuance under the 2003 Option Plan and
the number of shares covered by each option granted under the Plan will be
adjusted in the event of a stock dividend, reorganization, recapitalization,
stock split-up, combination of shares, sale of assets, merger or consolidation
in which the Company is the surviving corporation. In the event of the
dissolution or liquidation of the Company, or a merger, reorganization or
consolidation in which the Company is not the surviving corporation, each option
will terminate.

Provisions have been included in the 2003 Option Plan to meet the
requirements for deductibility of executive compensation under Section 162(m) of
the Code by qualifying option grants under the Plan as performance-based
compensation.

SECURITIES SUBJECT TO THE 2003 OPTION PLAN

5,400,000 authorized but unissued shares of the Common Stock have been
reserved for issuance upon the exercise of options granted under the 2003 Option
Plan. The number of authorized but unissued shares so reserved will continue to
be reduced from time to time to the extent that a corresponding amount of
outstanding shares are purchased by the Company and set aside for issuance upon
the exercise of options granted under the Plan. If any such options were to
expire or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto would again become available for the purposes
of the Plan.

The market value of the Common Stock, as of the close of business on April
27, 2004 was $19.10 per share.

FEDERAL INCOME TAX CONSEQUENCES OF ISSUANCE AND EXERCISE OF OPTIONS

The following discussion of the Federal income tax consequences of the
granting and exercise of options under the 2003 Option Plan, and the sale of
Common Stock acquired as a result thereof, is based on an analysis of the Code,
as currently in effect, existing laws, judicial decisions and administrative
rulings and regulations, all of which are subject to change. In addition to
being subject to the Federal income tax consequences described below, an
optionee may also be subject to state and/or local income tax consequences in
the jurisdiction in which he or she works and/or resides.

Non-Qualified Stock Options

No income will be recognized by an optionee at the time a non-qualified
stock option is granted. Ordinary income will be recognized by an optionee at
the time a non-qualified stock option is exercised, and the amount of such
income will be equal to the excess of the fair market value on the exercise date
of the shares issued to the optionee over the option price. This ordinary
(compensation) income will also constitute wages subject to withholding, and the
Company will be required to make whatever arrangements are necessary to ensure
that the amount of the tax required to be withheld is available for payment in
money.

The Company will generally be entitled to a deduction for Federal income
tax purposes at such time and in the same amount that the optionee is required
to include in his or her income upon the exercise of a non-qualified stock
option.

Capital gain or loss on a subsequent sale or other disposition of the
shares acquired upon the exercise of a non-qualified stock option will be
measured by the difference between the amount realized on the disposition and
the tax basis of such shares. The tax basis of the shares acquired upon the
exercise of any non-qualified stock option will be equal to the sum of the
exercise price of such non-qualified stock option and the amount included in
income with respect to such option.

If an optionee transfers an option by gift, the optionee will recognize
ordinary income at the time that the transferee exercises the option. The
Company will be required to report the ordinary income recognized by the
optionee, and to withhold income and employment taxes, and pay the Company's
share of employment taxes, with respect to such ordinary income. The optionee
may also be subject to federal gift tax on the value of the transferred option
at the time that the transfer of the option is considered completed for gift
purposes. The Internal Revenue Service takes the position that the transfer is
not complete until the option is fully vested.

Incentive Stock Options

In general, neither the grant nor the exercise of an incentive stock option
will result in taxable income to an optionee or a deduction to the Company.
However, for purposes of the alternative minimum tax, the spread on the exercise
of an incentive stock option will be considered as part of the optionee's
income.

The sale of Common Stock received pursuant to the exercise of an incentive
stock option which satisfies the holding period rules will result in capital
gain to an optionee and will not result in a tax deduction to the Company. To
receive incentive stock option treatment as to the shares acquired upon exercise
of an incentive stock option, an optionee must neither dispose of such shares
within two years after such incentive stock option is granted nor within one
year after the exercise of such

incentive stock option. In addition, an optionee generally must be an employee
of the Company or a subsidiary of the Company at all times between the date of
grant and the date three months before exercise of such incentive stock option.
If an incentive stock option is exercised more than three months after the
termination of an optionee's employment with the Company, the option will be
treated as a non-qualified stock option.

If the holding period rules are not satisfied, the portion of any gain
recognized on the disposition of the shares acquired upon the exercise of an
incentive stock option that is equal to the lesser of (a) the fair market value
of the shares on the date of exercise minus the option price or (b) the amount
realized on the disposition minus the option price, will be treated as ordinary
(compensation) income, with any remaining gain being treated as capital gain.
The Company generally will be entitled to a deduction equal to the amount of
such ordinary income.

If an optionee makes payment of the option price by delivering shares of
Common Stock, the optionee generally will not recognize any gain as a result of
such delivery, but the amount of gain, if any, which is not so recognized will
be excluded from his or her basis in the new shares received. However, the use
by an optionee of shares previously acquired pursuant to the exercise of an
incentive stock option to exercise an option will be treated as a taxable
disposition if the transferred shares are not held by the optionee for the
requisite holding period.

BENEFITS TO BE RECEIVED UPON APPROVAL

The Compensation Committee, in its capacity as the Option Committee,
recommended to the non-management (including the independent) members of the
Board of Directors, and the non-management and the independent members of the
Board have approved a special grant of options to Mr. Klatsky, the Company's
Chairman and Chief Executive Officer to purchase up to 1,750,000 shares that is
intended to reward him for value created as a result of the Calvin Klein
acquisition. See "Employment Contracts, Termination of Employment and
Change-in-Control Arrangements." Options to purchase 84,700 shares, 155,360
shares and 1,509,940 shares were granted under the 1997, 2000 and 2003 Option
Plans, respectively. If the stockholders approve the amendment, then Mr. Klatsky
will be entitled to the benefit of the 309,940 shares subject to the option
granted under the 2003 Option Plan that are in excess of the current limit of
1,200,000 shares. In exchange for such grant, Mr. Klatsky has agreed to forego
receipt of annual stock option grants in the current fiscal year and in future
years, as well as the right to participate in the Long-Term Incentive Plan for
performance cycles commencing in the current fiscal year and beyond.

The following table sets forth, for the persons and groups identified, the
benefits to be received if the amendment to the 2003 Option Plan is approved.
The grant of options is at the complete discretion of the Option Committee.
Therefore, it cannot be determined at this time what benefits, if any, would be
received by the persons and groups identified below, other than Mr. Klatsky. It
is not currently anticipated, however, that another option grant would be made
that would benefit from the approval of the proposed amendment.

NAME AND POSITION OPTIONS GRANTED
----------------- ---------------

Bruce J. Klatsky......................................... 309,940
Chairman and Chief Executive Officer

Mark Weber............................................... 0
President and Chief Executive Officer

Emanuel Chirico.......................................... 0
Executive Vice President and Chief Financial Officer

Allen E. Sirkin.......................................... 0
Vice Chairman, Dress Shirts

Francis K. Duane......................................... 0
Vice Chairman, Sportswear

All executive officers,
as a group (6 persons)................................. 309,940

All directors who are not
executive officers, as a group (10 persons) .......... 0

All employees, other than the
executive officers, as a group......................... 0

Approval of the amendment to the 2003 Option Plan requires the affirmative
vote of a majority of the votes cast in person or by proxy at the meeting.

PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION WILL BE VOTED FOR THE
AMENDMENT TO THE 2003 STOCK OPTION PLAN UNLESS OTHERWISE SPECIFIED IN A PROXY.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of February 1, 2004 with
respect to shares of Common Stock that may be issued under the Company's
existing equity compensation plans - the 1997 Option Plan, the 2000 Option Plan
and the 2003 Option Plan - as well as under the 1987 Option Plan. The 1987
Option Plan has expired, so no further option grants may be made thereunder, but
valid options to purchase Common Stock granted thereunder are still outstanding.
All of the foregoing plans were approved by the Company's stockholders and the
Company has no equity compensation plans that were not approved by the
stockholders.

Number of securities
remaining available for
Number of securities to be future issuance under
issued upon exercise of Weighted average exercise equity compensation plans
outstanding options, price of outstanding (excluding securities
warrants and rights options, warrants and rights reflected in Column (a))
Plan category (a) (b) (c)
---------------------------------- --------------------------- ---------------------------- -------------------------

Equity compensation plans approved
by security holders 5,323,372 $12.61 5,623,903

Equity compensation plans not
approved by security holders ___ ___ ___
--------------------------- ---------------------------- -------------------------

Total 5,323,372 $12.61 5,623,903
=========================== ============================ =========================

SELECTION OF AUDITORS

The Audit Committee has selected Ernst & Young LLP, independent auditors,
as the Company's auditors for the fiscal year ending January 30, 2005. Although
stockholder ratification of the Audit Committee's selection is not required, the
Board of Directors considers it desirable for stockholders to pass upon the
selection of auditors and, if the stockholders disapprove of the selection,
intends to request the Audit Committee to reconsider the selection of auditors
for the fiscal year ending January 29, 2006, since it would be impracticable to
replace the Company's auditors so late into the Company's current fiscal year.

It is expected that representatives of Ernst & Young LLP will be present at
the meeting, will have the opportunity to make a statement if they so desire and
will be available to respond to appropriate questions from stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF THE AUDITORS. PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION
WILL BE VOTED FOR THE APPOINTMENT OF THE AUDITORS UNLESS OTHERWISE SPECIFIED IN
A PROXY.

FEES PAID TO AUDITORS

The following table sets forth the aggregate fees billed by Ernst & Young
LLP, the member firms of Ernst & Young LLP, and their respective affiliates for
professional services rendered to the Company for the audit of the Company's
annual financial statements for the fiscal years ended February 1, 2004 and
February 2, 2003, for the reviews of the financial statements included in the
Company's Quarterly Reports on Form 10-Q for those fiscal years, and for other

services rendered on behalf of the Company during those fiscal years. All of
such fees were pre-approved by the Audit Committee.

Fiscal 2003 Fiscal 2002
----------- -----------
Audit Fees(1) $1,267,000 $741,000
========== ========
Audit-Related Fees(2) $305,500 $451,800
======== ========
Tax Fees(3) $146,400 $186,400
======== ========

--------------------------

1 For fiscal 2003 and 2002, consists of fees for professional services
performed for the audit of the Company's annual financial statements and
review of financial statements included in the Company's quarterly reports
on Form 10-Q, and services that are normally provided in connection with
statutory filing requirements. Fiscal 2003 also includes fees for the
Company's offering of $150,000,000 of 8 1/8% Senior Notes due 2013, the
subsequent registration of exchange notes for such notes on Form S-4 and
audits of employee benefit plans. Fiscal 2002 also includes fees for audits
of employee benefit plans.

2 Fiscal 2003 includes fees for a post acquisition review of Calvin Klein and
advisory services associated with the Company's compliance requirement for
Section 404 of the Sarbanes-Oxley Act of 2002. Fiscal 2002 includes fees
for due diligence services related to the Company's acquisition of Calvin
Klein.

3 Fiscal 2003 and 2002 include fees for services to assist the Company in its
preparation of tax returns and for the provision of tax advice.

The Audit Committee's revised charter requires the Committee to pre-approve
at its meetings all auditing and non-audit services provided by the Company's
outside auditors. The charter permits the Committee to delegate to any one or
more of its members the authority to grant such pre-approvals. Any such
delegation of authority may be subject to any rules or limitations that the
members deem appropriate. The decision to pre-approve any services made by any
member to whom authority has been so delegated must be presented to the full
Committee at its next meeting. The Committee's Charter is attached as Exhibit A
to this Proxy Statement and its Pre-Approval Policy is attached as Exhibit E to
this Proxy Statement.

SUBMISSION OF STOCKHOLDER PROPOSALS

Any proposal of an eligible stockholder intended to be presented at the
next Annual Meeting of Stockholders must be received by the Company for
inclusion in its proxy statement and form of proxy relating to that meeting on
or before January 1, 2005. The proxy or proxies designated by the Board of
Directors will have discretionary authority to vote on any matter properly
presented by a stockholder for consideration at the next Annual Meeting of
Stockholders but not submitted for inclusion in the proxy materials for such
Meeting unless notice of the matter is received by the Company on or before
March 16, 2005 and certain other conditions of the applicable rules of the SEC
are satisfied. Stockholder proposals should be directed to the Secretary of the
Company at the address set forth below.

MISCELLANEOUS

The Board of Directors of the Company does not intend to present, and does
not have any reason to believe that others intend to present, any matter of
business at the meeting other than that set forth in the accompanying Notice of
Annual Meeting of Stockholders. However, if other matters properly come before
the meeting, it is the intention of the persons named in the enclosed form of
proxy to vote any proxies in accordance with their judgment.

The Company will bear the cost of preparing, assembling and mailing the
enclosed form of proxy, this Proxy Statement and other material that may be sent
to stockholders in connection with this solicitation. Solicitation may be made
by mail, telephone, telegraph and/or personal interview. The Company may
reimburse persons holding shares in their names or in the names of nominees for
their expense in sending proxies and proxy material to their principals. In
addition, Georgeson Shareholder, which is retained by the Company on an annual
basis, will aid in the solicitation of proxies for the meeting for a fee of
$6,500 plus expenses.

Copies of the 2003 Annual Report to Stockholders are being mailed to the
stockholders simultaneously with this Proxy Statement. If you want to save the
Company the cost of mailing more than one Annual Report to the same address,
please send your written request to the Secretary of the Company at the address
indicated below to discontinue mailing a duplicate copy to the account or
accounts selected by you.

THE COMPANY WILL PROVIDE, FREE OF CHARGE, TO ANY STOCKHOLDER A COPY OF ITS
ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
THE FISCAL YEAR ENDED FEBRUARY 1, 2004 UPON RECEIPT OF A WRITTEN REQUEST
ADDRESSED TO:

Treasurer
Phillips-Van Heusen Corporation
200 Madison Avenue
New York, New York 10016-3903

The Company has a Code of Ethics for its Chief Executive Officer and Senior
Executive Officers. The Code of Ethics is posted on the Company's website,
www.pvh.com.

Stockholders may send communications to the Board of Directors (or
specified individual directors). Any such communication should be addressed to
the Board (or individual director) in care of the Secretary of Phillips-Van
Heusen Corporation, 200 Madison Avenue, New York, New York, 10016-3903.

By order of the Board of Directors,

MARK D. FISCHER
Secretary
New York, New York
April 30, 2004

EXHIBIT A

Revised: March 4, 2004

PHILLIPS-VAN HEUSEN CORPORATION

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

I. PURPOSE

The Audit Committee is a committee of the Board of Directors. It shall provide
assistance to the Board in fulfilling the Board's oversight functions relating
to the quality and integrity of the Company's financial reports, monitor the
Company's financial reporting process and internal audit function, monitor the
outside auditing firm's qualifications, independence and performance and perform
such other activities consistent with this Charter and the Company's By-laws as
the Committee or the Board deems appropriate. It shall have such additional
functions as are required by the New York Stock Exchange, the Securities and
Exchange Commission (the "Commission") and the federal securities laws.

II. COMPOSITION

The Audit Committee shall be composed of three or more directors. The members of
the Audit Committee shall meet the independence and experience requirements of
the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules and regulations of the Commission. At
least one member of the Audit Committee shall be an "audit committee financial
expert" as defined by the Commission. Audit Committee members shall not
simultaneously serve on the audit committees of more than two other public
companies unless the Board determines, prior to a member's acceptance of an
additional audit committee appointment beyond the other two committees, that
such simultaneous service would not impair the ability of such member to
effectively serve on the Company's Audit Committee. Any such determination shall
be disclosed in the Company's proxy statement for its annual meeting of
stockholders.

The members of the Audit Committee shall be elected by the Board of Directors at
the annual organizational meeting of the Board and shall serve until the next
annual organizational meeting or until their respective successors shall be duly
elected and qualified; provided, however, that members of the Committee may be
removed by the Board.

III. MEETINGS

The Audit Committee shall meet at least four times annually. In addition to
other matters considered at such meetings, one meeting shall review the audit
plan of the internal auditing staff, one meeting shall review the audit plan of
the outside auditing firm, one meeting shall review the Company's annual audited
financial statements prior to their issuance, and one meeting shall review the
post-audit findings of the outside auditing firm. At least annually, the
Committee shall meet with the outside auditing firm and the internal auditing
staff in separate executive sessions to discuss any matters that the Committee
or these groups believe should be discussed privately with the Committee. A
quorum for the meetings referred to in this paragraph shall be a majority of the
members.

A-1

The Audit Committee shall also meet at least three times annually to confer with
the outside auditing firm and management to review the Company's interim
financial results prior to their public announcement. A quorum for the meetings
referred to in this paragraph shall be one of the members.

The Audit Committee may also hold any special meetings as may be called by the
Chairman of the Committee, a majority of the members of the Committee or at the
request of the outside auditing firm or the internal auditing staff or
management. Members of senior management, the outside auditing firm, the
internal auditing staff and others may attend meetings of the Committee at the
invitation of the Committee and shall provide pertinent information as
necessary.

The Chairman of the Audit Committee shall set the agenda of each meeting and
arrange for the distribution of the agenda, together with supporting material,
to the Committee members prior to each meeting. The Chairman will also cause
minutes of each meeting to be prepared and circulated to the Committee members.
The Committee may meet via telephone conference calls.

The Audit Committee shall report regularly to the Board of Directors as to its
activities.

IV. RELATIONSHIP WITH OUTSIDE AUDITING FIRM

The outside auditing firm is ultimately accountable to the Board of Directors
and the Audit Committee, as representatives of the Company's stockholders, but
shall report directly to the Committee. The Committee shall be directly
responsible for the appointment, compensation and oversight of the work of the
outside auditing firm (including resolution of disagreements between management
of the Company and the outside auditing firm regarding financial reporting) for
the purpose of preparing or issuing an audit report or related work. All
auditing services and non-audit services provided to the Company by the outside
auditing firm shall be preapproved by the Committee. The Committee may delegate,
subject to any rules or limitations it may deem appropriate, to one or more
designated members of the Committee the authority to grant such preapprovals;
provided, however, that the decisions of any member to whom authority is so
delegated to preapprove an activity shall be presented to the Committee at its
next meeting.

V. FUNCTIONS

The Audit Committee's primary functions are to:

Documents/Reports Review

1. Review and assess the adequacy of this Charter at least annually.

2. Review all public announcements of financial results prior to any
release to the public or investors, including the use of "proforma" or
"adjusted" non-GAAP information.

3. Review all financial information and earnings guidance provided to
analysts and rating agencies.

4. Review all quarterly and annual financial statements and reports
(including disclosures under Management's Discussion and Analysis of
Financial Condition and Results of Operations) prior to any filing of
Forms 10-Q or 10-K with the Securities and Exchange Commission.

5. Recommend to the Board of Directors that the audited financial
statements be included in the Company's annual report on Form 10-K for
filing with the Securities and Exchange Commission.

A-2

6. Prepare the report of the Audit Committee required to be included in
the Company's proxy statement in connection with the annual
stockholders meeting.

7. Review and evaluate disclosures made to the Audit Committee by the
Company's Chief Executive Officer and Chief Financial Officer during
their certification process for the Form 10-K and Form 10-Q about any
significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the
Company's internal controls.

Outside Auditing Firm

8. Review and evaluate the lead partner of the outside auditing firm.

9. Approve the appointment and compensation of the outside auditing firm
prior to any engagement.

10. Review all relationships the outside auditing firm has with the
Company to determine their independence and obtain and review a report
from the outside auditing firm concerning the auditors' internal
quality control procedures; any material issues raised by the most
recent internal quality-control review, or peer review, of the firm,
or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by the firm, and any steps taken to
deal with any such issues. The outside auditing firm shall annually
provide to the Audit Committee a written statement delineating all
such matters.

11. Review the annual audit plan of the outside auditing firm and evaluate
their performance.

12. Review the experience and qualifications of the senior members of the
outside auditing firm team.

13. Obtain and review a report from the outside auditing firm at least
annually as to (a) all critical accounting policies to be used, (b)
all alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management of the Company, the ramifications of the use of such
alternative disclosures and treatments and the treatment preferred by
the outside auditing firm, and (c) other material written
communications between the outside auditing firm and management of the
Company, including management letters and schedules of unadjusted
differences.

14. Discuss with the national office of the outside auditing firm issues
on which it was consulted by the Company's audit team.

15. Require the rotation of the "audit partners" (as defined in the
Exchange Act) on a regular basis in accordance with the requirements
of the Exchange Act.

16. Review the Company's hiring of employees or former employees of the
outside auditing firm who participated in any capacity in the audits
of the Company.

Financial Reporting Processes

17. Consult with the outside auditing firm concerning the completeness and
accuracy of the Company's financial statements.

A-3

18. Consult with the outside auditing firm concerning the quality of the
Company's accounting principles as applied in its financial statements
and reporting.

19. Review any significant judgments made in management's preparation of
the financial statements and the view of the outside auditing firm as
to the appropriateness of such judgments.

20. Review any significant difficulties encountered during the course of
the audit or review, including any restrictions on the scope of the
outside auditing firm' work or access to reviewed information.

21. Review any disagreements between management and the outside auditing
firm in connection with any public announcements of financial results
and quarterly and annual financial statements and reports.

22. Review changes to the Company's accounting principles as recommended
by the outside auditing firm or management.

23. Review with the outside auditing firm and internal auditing staff the
adequacy of the Company's system of internal controls and disclosure
controls and procedures, including computerized information system
controls and security, and any related significant findings and
recommendations of the outside auditing firm, together with
management's responses thereto.

24. Review with the outside auditing firm and Company management, the
internal audit department's annual audit plan, organization structure,
budget and staff qualifications and any recommended changes in the
scope of audits planned.

25. Review periodically with the Company's general counsel, legal and
regulatory matters that could have a significant effect on the
Company's financial statements.

26. Discuss with management and the outside auditing firm the effect of
regulatory and accounting initiatives as well as off-balance sheet
structures on the Company's financial statements.

27. Review any correspondence with regulators or governmental agencies and
any published reports which raised material issues regarding the
Company's financial statements or accounting policies.

Other

28. Review with the Board of Directors any issues that arise with respect
to the quality or integrity of the Company's financial statements, the
Company's compliance with legal or regulatory requirements, the
performance and independence of the Company's outside auditing firm or
the performance of the internal audit function.

29. Review periodically the Company's compliance with its Conflict of
Interest policy.

30. Establish procedures for (a) the receipt, retention, and treatment of
complaints received by the Company regarding accounting, internal
accounting controls, or auditing matters, and (b) the confidential,
anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.

A-4

31. Discuss the Company's policies with respect to risk assessment and
risk management.

32. Perform an annual evaluation of the Audit Committee.

33. Investigate any other matter brought to its attention within the scope
of its duties which it deems appropriate for investigation.

The Audit Committee shall have the authority to engage outside legal, accounting
or other advisors as it determines necessary to carry out its functions, and the
Company shall provide adequate funding for the same.

Limitation of Audit Committee's Role

The Audit Committee has only the functions set forth in this Charter. It is not
the duty of the Committee to plan or conduct audits, to determine that the
Company's financial statements and disclosures are complete and accurate and are
in accordance with generally accepted accounting principles and applicable rules
and regulations or to establish and operate the Company's system of internal
controls and disclosure controls and procedures. The responsibility to plan and
conduct audits, and to express an opinion on the financial statements based on
its audit, is that of the outside auditing firm. The Company's management has
the responsibility to determine that the Company's disclosures and financial
statements are complete and accurate and in accordance with generally accepted
accounting principles and applicable rules and regulations as well as to
establish and operate the Company's system of internal controls and disclosure
controls and procedures. It is also not the duty of the Committee to assure the
Company's compliance with laws and regulations or compliance with the Company's
Code of Business Conduct and Ethics. The primary responsibility for these
matters rests with the Company's management.

A-5

EXHIBIT B

Date: March 4, 2004

PHILLIPS-VAN HEUSEN CORPORATION

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

I. PURPOSE

The Compensation Committee is appointed by the Board of Directors to discharge
the Board's responsibilities relating to compensation of the Company's Chief
Executive Officer (the "CEO") and all of the Company's "executive officers" as
defined in Rule 3b-7 promulgated under the Securities and Exchange Act of 1934
(the "Senior Executives"). It shall also have overall responsibility for
approving or recommending to the Board approval of and/or evaluating all
compensation plans, policies and programs of the Company and shall be
responsible for producing the annual report on executive compensation required
to be included in the Company's proxy statement for its annual meeting of
stockholders.

II. COMPOSITION

The Compensation Committee shall be composed of three or more directors;
provided, however, that until the date of the Company's 2006 annual meeting of
stockholders, the Committee may be composed of two directors. The members of the
Committee shall meet the independence requirements of the New York Stock
Exchange. All Committee members must also qualify as "outside" directors as
defined in Section 162(m) of the Internal Revenue Code and as "non-employee"
directors as defined in Rule 16b-3 promulgated under the Exchange Act.

The members of the Compensation Committee shall be elected by the Board of
Directors at the annual organizational meeting of the Board and shall serve
until the next annual organizational meeting or until their respective
successors shall be duly elected and qualified; provided, however, that members
of the Committee may be removed by the Board.

III. MEETINGS

The Compensation Committee shall meet at least once annually. The Committee may
also hold any special meetings as may be called by the Chairman of the
Committee, a majority of the members of the Committee or at the request of
management. A quorum for any special meetings shall be a majority of the
members. Members of senior management and others may attend meetings of the
Committee at the invitation of the Committee and shall provide pertinent
information as necessary.

The Chairman of the Compensation Committee shall set the agenda of each meeting
and arrange for the distribution of the agenda, together with supporting
material, to the Committee members prior to

B-1

each meeting. The Chairman shall include on the agenda of any meeting any
appropriate matter requested by the Company's Chief Executive Officer, General
Counsel or other appropriate officer. The Chairman will also cause minutes of
each meeting to be prepared and circulated to the Committee members. The
Committee may meet via telephone conference calls.

The Compensation Committee shall report regularly to the Board of Directors as
to its activities.

IV. FUNCTIONS

1. The Compensation Committee shall review annually and, except as provided
below, approve the structure of the compensation program for the CEO and
the Senior Executives. In establishing such compensation program, the
Committee shall consider such factors as it considers relevant, such as the
balance between fixed compensation, short-term incentives and long-term
incentives, goals and objectives which are sought to be achieved,
compensation practices at comparable companies or within the Company's
industry, or changes in compensation practices broadly, at comparable
companies or in the Company's industry. Any material change in the overall
structure of the compensation program for the CEO or the Senior Executives,
such as the introduction of new incentive programs or plans, or a
significant realignment of the allocation of the components of the
compensation program among fixed compensation, short-term incentives and
long-term, shall be approved by a majority of the independent members of
the Board.

2. Within the context of the approved compensation program for the CEO and
Senior Executives, the Compensation Committee shall review annually and
approve the annual base salaries and annual incentive opportunities
(including both cash-based and equity-based grants and awards under annual
and long-term plans or programs) of the CEO and the Senior Executives. In
determining the compensation packages for such executive officers, the
Committee shall consider such factors as it considers relevant, such as
corporate performance, stock price performance, total returns to
stockholders, industry conditions, recommendations of management and
compensation awarded to executives at other companies.

3. From time to time the Compensation Committee may develop, and recommend to
the independent members of the Board the approval of, any of the following
that affect the CEO or any of the Senior Executives: (a) new long and
short-term incentive plans and programs, including both cash-based and
equity-based plans and programs; (b) any employment agreements and
severance arrangements; (c) any change-in-control agreements and
change-in-control provisions affecting any elements of compensation and
benefits; or (d) any deferred compensation plan or special retirement plan
or benefit or any special perquisite that would individually, or in the
aggregate with other perquisites received by such executive, be required to
be reported in the Company's annual proxy statement.

4. The Compensation Committee shall receive periodic reports on the Company's
compensation programs as they affect all employees, or the senior
management group (including the CEO and the Senior Executives), such as
incentive, special or supplemental compensation and benefits, including
supplemental retirement benefits and the perquisites provided to them
during and after employment.

3. The Compensation Committee shall have the sole authority to retain and
terminate any compensation consultant to be used to assist it in the
evaluation of CEO or Senior Executive compensation and shall have sole
authority to approve the consultant's fees and other

B-2

retention terms. The Committee shall also have authority to engage outside
legal, accounting or other advisors as it determines to carry out its
functions. The Company shall provide adequate funding for the foregoing.

4. The Compensation Committee shall administer all of the Company's existing
and future incentive compensation and equity-based compensation plans,
except as maybe expressly provided otherwise in the plan document.

5. The Compensation Committee shall prepare its report required to be included
in the Company's proxy statement in connection with the annual stockholders
meeting.

6. The Compensation Committee shall monitor the Company's compliance with the
requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans
and loans to directors and officers and with all other applicable laws
affecting employee compensation and benefits.

7. The Compensation Committee shall oversee the Company's compliance with the
requirement under NYSE rules that stockholders approve equity compensation
plans, with limited exceptions.

8. The Compensation Committee may form and delegate authority to subcommittees
when appropriate.

9. The Compensation Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board for
approval.

10. The Compensation Committee shall annually review its own performance.

B-3

EXHIBIT C

DATE: MARCH 4, 2004

PHILLIPS-VAN HEUSEN CORPORATION

NOMINATING & GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

I. PURPOSE

The Nominating & Governance Committee is a Committee of the Board of Directors.
It shall (1) assist the Board by identifying individuals qualified to become
Board members, and to recommend to the Board the director nominees for the next
annual meeting of stockholders, other than the nominees designated by the
holders of the Company's Series B preferred stock; (2) recommend to the Board
the Corporate Governance Guidelines applicable to the Company; (3) oversee the
evaluation of the Board and management; and (4) recommend to the Board director
nominees for each committee.

II. COMPOSITION

The Nominating & Governance Committee shall be composed of three or more
directors; provided, however, that until the date of the Company's 2006 annual
meeting of stockholders, the Committee may be composed of two directors. The
members of the Committee shall meet the independence requirements of the New
York Stock Exchange.

The members of the Nominating & Governance Committee shall be elected by the
Board of Directors at the annual organizational meeting of the Board and shall
serve until the next annual organizational meeting or until their respective
successors shall be duly elected and qualified; provided, however, that members
of the Committee may be removed by the Board.

III. MEETINGS

The Nominating & Governance Committee shall meet at least once annually. The
Committee may also hold any special meetings as may be called by the Chairman of
the Committee, a majority of the members of the Committee or at the request of
management. A quorum for any meetings shall be a majority of the members.
Members of senior management and others may attend meetings of the Committee at
the invitation of the Committee and shall provide pertinent information as
necessary.

The Chairman of the Nominating & Governance Committee shall set the agenda of
each meeting and arrange for the distribution of the agenda, together with
supporting material, to the Committee members prior to each meeting. The
Chairman shall include on the agenda of any meeting any appropriate matter
requested by the Company's Chief Executive Officer, General Counsel or other
appropriate officer. The Chairman will also cause minutes of each meeting to be
prepared and circulated to the Committee members. The Committee may meet via
telephone conference calls.

The Nominating & Governance Committee shall report regularly to the Board of
Directors as to its activities.

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IV. FUNCTIONS

1. The Nominating & Governance Committee shall seek and evaluate
individuals qualified to become board members for recommendation to
the Board when and as appropriate. In evaluating potential candidates,
and the need for new directors, the Committee may consider such
factors, including, without limitation, professional experience and
business, charitable or educational background, performance, age,
service on other boards of directors and years of service on the
Company's Board, as the members deem appropriate.

2. The Nominating & Governance Committee shall have the sole authority to
retain and terminate any search firm to be used to identify director
candidates and shall have sole authority to approve the search firm's
fees and other retention terms. The Committee shall also have
authority engage outside legal, accounting or other advisors as it
determines to carry out its functions. The Company shall provide
adequate funding for the foregoing.

3. The Nominating & Governance Committee shall oversee the evaluation of
the Board of Directors and management on an annual basis.

4. The Nominating & Governance Committee shall review annually and make
recommendations to the Board with respect to the compensation and
benefits of directors.

5. The Nominating & Governance Committee must approve the service of any
executive officer of the Company on the board of directors of any
public company.

6. The Nominating & Governance Committee shall review and reassess the
adequacy of the Corporate Governance Guidelines of the Company and
recommend any proposed changes to the Board for approval.

7. The Nominating & Governance Committee may form and delegate authority
to subcommittees when appropriate.

8. The Nominating & Governance Committee shall review and reassess the
adequacy of this Charter annually and recommend any proposed changes
to the Board for approval.

9. The Nominating & Governance Committee shall annually review its own
performance.

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EXHIBIT D

PHILLIPS-VAN HEUSEN CORPORATION
2003 STOCK OPTION PLAN
(AS AMENDED THROUGH APRIL 9, 2004)

1. Purpose. The purposes of the 2003 Stock Option Plan (the "Plan") are to
induce certain individuals to remain in the employ, or to continue to serve as
directors of, or consultants or advisors to, Phillips-Van Heusen Corporation
(the "Company") and its present and future subsidiary corporations (each a
"Subsidiary"), as defined in Section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code"), to attract new individuals to enter into such
employment or service and to encourage such individuals to secure or increase on
reasonable terms their stock ownership in the Company. The Board of Directors of
the Company (the "Board") believes that the granting of stock options (the
"Options") under the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those who are
or may become primarily responsible for shaping and carrying out the long range
plans of the Company and securing its continued growth and financial success.
Options granted hereunder are intended to be either (i) "incentive stock
options" (which term, when used herein, shall have the meaning ascribed thereto
by the provisions of Section 422(b) of the Code) or (ii) options which are not
incentive stock options ("non-qualified stock options") or (iii) a combination
thereof, as determined by the Committee (the "Committee") referred to in Section
5 at the time of the grant thereof.

2. Effective Date of the Plan. The Plan became effective on May 1, 2003.

3. Stock Subject to Plan. 5,400,000 of the authorized but unissued shares
of the common stock, $1.00 par value, of the Company (the "Common Stock") are
hereby reserved for issue upon the exercise of Options granted under the Plan;
provided, however, that the number of shares so reserved may from time to time
be reduced to the extent that a corresponding number of issued and outstanding
shares of the Common Stock are purchased by the Company and set aside for issue
upon the exercise of Options. If any Options expire or terminate for any reason
without having been exercised in full, the unpurchased shares subject thereto
shall again be available for the purposes of the Plan.

4. Administration.

(a) Except as otherwise provided in Section 4(b), the Plan shall be
administered by the Committee. Subject to the express provisions of the Plan,
the Committee shall have complete authority, in its discretion, to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it, to
determine the terms and provisions of the respective option agreements or
certificates (which need not be identical), to determine the individuals (each a
"Participant") to whom and the times and the prices at which Options shall be
granted, the periods during which each Option shall be exercisable, the number
of shares of the Common Stock to be subject to each Option and whether such
Option shall be an incentive stock option or a non-qualified stock option and to
make all other determinations necessary or advisable for the administration of
the Plan. In making such determinations, the Committee may take into account the
nature of the services rendered by the respective individuals, their present and
potential contributions to the success of the Company and the Subsidiaries and
such other factors as the Committee in its discretion shall deem relevant. The
Committee's determination on the matters referred to in this Section 4 shall be
conclusive. Any dispute or disagreement which may arise under or as a result of
or with respect to any Option shall be

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determined by the Committee, in its sole discretion, and any interpretations by
the Committee of the terms of any Option shall be final, binding and conclusive.

(b) The Chairman of the Board or, if the Chairman is not an executive
officer of the Company, the Chief Executive Officer of the Company or other
executive officer of the Company designated by the Committee who is also a
director (the Chairman, Chief Executive Officer or other designated executive
officer being referred to as the "Designated Director") may administer the Plan
with respect to employees of the Company or a Subsidiary (i) who are not
officers of the Company subject to the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and (ii) whose
compensation is not, and in the judgment of the Designated Director may not be
reasonably expected to become, subject to the provisions of Section 162(m) of
the Code. The authority of the Designated Director and Options granted by the
Designated Director shall be subject to such terms, conditions, restrictions and
limitations as may be imposed by the Board, including, but not limited to, a
limit on the aggregate number of shares of Common Stock subject to Options that
may be granted in any one calendar year by the Designated Director to all such
employees of the Company and its Subsidiaries and a maximum number of shares
that may be subject to Options granted under the Plan in any one calendar year
to any single employee by the Designated Director. Unless and until the Board
shall take further action, the maximum number of shares of Common Stock that may
be subject to Options granted under the Plan, the Company's 1997 Stock Option
Plan, 2000 Stock Option Plan and any other stock option plan then in effect in
any one calendar year by the Designated Director shall be 100,000 in the
aggregate and the maximum number of shares of Common Stock that may be subject
to Options granted under the Plan, the Company's 1997 Stock Option Plan, 2000
Stock Option Plan and any other stock option plan then in effect in any one
calendar year by the Designated Director to any single employee shall be 5,000
in the aggregate. Any actions duly taken by the Designated Director with respect
to the grant of Options to such employees shall be deemed to have been taken by
the Committee for purposes of the Plan.

5. Committee. The Committee shall consist of two or more members of the
Board. It is intended that all of the members of the Committee shall be
"non-employee directors" within the meaning of Rule 16b-3(b)(3) promulgated
under the Exchange Act, and "outside directors" within the contemplation of
Section 162(m)(4)(C)(i) of the Code. The Committee shall be appointed annually
by the Board, which may at any time and from time to time remove any members of
the Committee, with or without cause, appoint additional members to the
Committee and fill vacancies, however caused, in the Committee. A majority of
the members of the Committee shall constitute a quorum. All determinations of
the Committee shall be made by a majority of its members present at a meeting
duly called and held, except that the Committee may delegate to any one of its
members the authority of the Committee with respect to the grant of Options to
any person who shall not be an officer and/or director of the Company and who is
not, and in the judgment of the Committee may not be reasonably expected to
become, a "covered employee" within the meaning of Section 162(m)(3) of the
Code. Any decision or determination of the Committee reduced to writing and
signed by all of the members of the Committee (or by the member(s) of the
Committee to whom authority has been delegated) shall be fully as effective as
if it had been made at a meeting duly called and held.

6. Eligibility. An Option may be granted only to a key employee of the
Company or a Subsidiary or to a director of the Company or a Subsidiary who is
not an employee of the Company or a Subsidiary or to an independent consultant
or advisor who renders services to the Company or a Subsidiary.

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7. Option Prices.

(a) The initial per share option price of any Option shall be the price
determined by the Committee, but not less than the fair market value of a share
of the Common Stock on the date of grant; provided, however, that, in the case
of a Participant who owns more than 10% of the total combined voting power of
the Common Stock at the time an Option which is an incentive stock option is
granted to him or her, the initial per share option price shall not be less than
110% of the fair market value of a share of the Common Stock on the date of
grant.

(b) For all purposes of the Plan, the fair market value of a share of the
Common Stock on any date shall be equal to (i) the closing sale price of the
Common Stock on the New York Stock Exchange on the business day preceding such
date or (ii) if there is no sale of the Common Stock on such Exchange on such
business day, the average of the bid and asked prices on such Exchange at the
close of the market on such business day.

8. Option Term. Participants shall be granted Options for such term as the
Committee shall determine, not in excess of 10 years from the date of the
granting thereof; provided, however, that, in the case of a Participant who owns
more than 10% of the total combined voting power of the Common Stock at the time
an Option which is an incentive stock option is granted to him or her, the term
with respect to such Option shall not be in excess of five years from the date
of the granting thereof.

9. Limitations on Amount of Options Granted.

(a) The aggregate fair market value of the shares of the Common Stock for
which any Participant may be granted incentive stock options which are
exercisable for the first time in any calendar year (whether under the terms of
the Plan or any other stock option plan of the Company) shall not exceed
$100,000.

(b) No Participant shall, during any fiscal year of the Company, be granted
Options under the Plan to purchase more than 1,600,000* shares of the Common
Stock.

10. Exercise of Options.

(a) Except as otherwise determined by the Committee at the time of grant, a
Participant may not exercise an Option during the period commencing on the date
of the grant of such Option to him or her and ending on the day immediately
preceding the first anniversary of such date. Except as otherwise determined by
the Committee at the time of grant, a Participant may (i) during the period
commencing on the first anniversary of the date of the grant of an Option to him
or her and ending on the day immediately preceding the second anniversary of
such date, exercise such Option with respect to one-quarter of the shares
granted thereby, (ii) during the period commencing on the second anniversary of
the date of such grant and ending on the day immediately preceding the third
anniversary of the date of such grant, exercise such Option with respect to
one-half of the shares granted thereby, (iii) during the period commencing on
the third anniversary of the date of such grant and ending on the day
immediately preceding the fourth anniversary of such date, exercise such Option
with respect to three-quarters of the shares granted thereby and (iv) during the
period commencing on the fourth anniversary of the date of such grant and ending
at the time the Option expires pursuant to the terms hereof, exercise such
Option with respect to all of the shares granted thereby.

* Proposed amendment. Current limitation is 1,200,000.

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(b) Except as hereinbefore otherwise set forth, an Option may be exercised
either in whole at any time or in part from time to time.

(c) An Option may be exercised only by a written notice of intent to
exercise such Option with respect to a specific number of shares of the Common
Stock and payment to the Company of the amount of the option price for the
number of shares of the Common Stock so specified; provided, however, that, if
the Committee shall in its sole discretion so determine at the time of the grant
of any Option, all or any portion of such payment may be made in kind by the
delivery of shares of the Common Stock having a fair market value equal to the
portion of the option price so paid; provided further, however, that no portion
of such payment may be made by delivering shares of the Common Stock acquired
upon the exercise of an Option if such shares shall not have been held by the
Participant for at least six months; and provided further, however, that,
subject to the requirements of Regulation T (as in effect from time to time)
promulgated under the Exchange Act, the Committee may implement procedures to
allow a broker chosen by a Participant to make payment of all or any portion of
the option price payable upon the exercise of an Option and receive, on behalf
of such Participant, all or any portion of the shares of the Common Stock
issuable upon such exercise.

(d) The Committee may, in its discretion, permit any Option to be
exercised, in whole or in part, prior to the time when it would otherwise be
exercisable.

(e) (1) Notwithstanding the provisions of Section 10(a) or the last
sentence of Section 13, in the event that a Change in Control shall occur, then,
each Option theretofore granted to any Participant which shall not have
theretofore expired or otherwise been cancelled or become unexercisable shall
become immediately exercisable in full. For the purposes of this Section 10(e),
a "Change in Control" shall be deemed to occur upon (i) the election of one or
more individuals to the Board which election results in one-third of the
directors of the Company consisting of individuals who have not been directors
of the Company for at least two years, unless such individuals have been elected
as directors or nominated for election by the stockholders as directors by at
least three-fourths of the directors of the Company who have been directors of
the Company for at least two years, (ii) the sale by the Company of all or
substantially all of its assets to any Person, the consolidation of the Company
with any Person, the merger of the Company with any Person as a result of which
merger the Company is not the surviving entity as a publicly held corporation,
(iii) the sale or transfer of shares of the Company by the Company and/or any
one or more of its stockholders, in one or more transactions, related or
unrelated, to one or more Persons under circumstances whereby any Person and its
Affiliates shall own, after such sales and transfers, at least one-fourth, but
less than one-half, of the shares of the Company having voting power for the
election of directors, unless such sale or transfer has been approved in advance
by at least three-fourths of the directors of the Company who have been
directors of the Company for at least two years, (iv) the sale or transfer of
shares of the Company by the Company and/or any one or more of its stockholders,
in one or more transactions, related or unrelated, to one or more Persons under
circumstances whereby any Person and its Affiliates shall own, after such sales
and transfers, at least one-half of the shares of the Company having voting
power for the election of directors or (v) as defined in the Participant's
employment agreement, if any, with the Company or a Subsidiary. For the purposes
of this paragraph (1), (i) the term "Affiliate" shall mean any Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, any other Person, (ii) the term
"Person" shall mean any individual, partnership, firm, trust, corporation or
other similar entity and (iii) when two or more Persons act as a partnership,
limited partnership, syndicate or other group for the purpose of acquiring,
holding or disposing of securities of the Company, such partnership, limited
partnership, syndicate or group shall be deemed a "Person."

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(2) In the event that a Change of Control shall occur, then, from and after
the time of such event, neither the provisions of this Section 10(e) nor any of
the rights of any Participant hereunder shall be modified or amended in any way.

11. Transferability. (a) Except as otherwise provided in Section 11(b), no
Option shall be assignable or transferable except by will and/or by the laws of
descent and distribution and, during the life of any Participant, each Option
granted to such Participant may be exercised only by him or her.

(b) A Participant may, with the prior approval of the Committee, transfer
for no consideration an Option which is a non-qualified stock option to or for
the benefit of the Participant's Immediate Family, a trust for the exclusive
benefit of the Participant's Immediate Family or to a partnership or limited
liability company for one or more members of the Participant's Immediate Family,
subject to such limits as the Committee may establish, and the transferee shall
remain subject to all the terms and conditions applicable to the Option prior to
such transfer. The term "Immediate Family" shall mean the Participant's
children, stepchildren, grandchildren, parents, stepparents, grandparents,
spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships or any person sharing the Participant's household (other
than a tenant or employee).

12. Termination of Employment or Service. Except as otherwise determined by
the Committee, in the event a Participant leaves the employ or service, or
ceases to serve as a director, of the Company and the Subsidiaries, whether
voluntarily or otherwise but other than by reason of his or her death or, in the
case of Participant who shall be an employee or director, retirement, each
Option theretofore granted to him or her which shall not have been exercisable
prior to the date of the termination of his or her employment or service shall
terminate immediately. Except as otherwise determined by the Committee, each
other Option theretofore granted to him or her which shall not have theretofore
expired or otherwise been cancelled shall, to the extent exercisable on the date
of such termination of employment or service and not theretofore exercised,
terminate upon the earlier to occur of (x) 90 days after the date of such
Participant's termination of employment or cessation of service and (y) the date
of termination specified in such Option. Notwithstanding the foregoing, except
as otherwise determined by the Committee at the time of grant, if a Participant
is terminated for cause (as defined herein), each Option theretofore granted to
him or her which shall not have theretofore expired or otherwise been cancelled
shall, to the extent not theretofore exercised, terminate forthwith. Except as
otherwise determined by the Committee, in the event a Participant leaves the
employ, or ceases to serve as a director, of the Company and the Subsidiaries by
reason of his or her retirement, each Option theretofore granted to him or her
which shall not have theretofore expired or otherwise been cancelled shall
become immediately exercisable in full and shall, to the extent not theretofore
exercised, terminate upon the earlier to occur of the expiration of three years
after the date of such retirement and the date of termination specified in such
Option. Except as otherwise determined by the Committee, in the event a
Participant's employment or service with the Company and the Subsidiaries
terminates by reason of his or her death, each Option theretofore granted to him
or her which shall not have theretofore expired or otherwise been cancelled
shall become immediately exercisable in full and shall, to the extent not
theretofore exercised, terminate upon the earlier to occur of the expiration of
three months after the date of the qualification of a representative of his or
her estate and the date of termination specified in such Option. For purposes of
the foregoing, (a) the term "cause" shall mean: (i) the commission by the
Participant of any act or omission that would constitute a crime under federal,
state or equivalent foreign law, (ii) the commission by the Participant of any
act of moral turpitude, (iii) fraud, dishonesty or other acts or omissions that
result in a breach of any fiduciary or other material duty to the Company and/or
the Subsidiaries, (iv) continued substance abuse that renders the Participant
incapable of performing his or her material duties to the satisfaction of the
Company and/or the Subsidiaries, or (v) as defined in

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the Participant's employment agreement, if any, with the Company or a Subsidiary
and (b) the term "retirement" shall mean (I) the termination of a Participant's
employment with the Company and all of the Subsidiaries (x) other than for cause
or by reason of his or her death and (y) on or after the earlier to occur of (1)
the first day of the calendar month in which his or her 65th birthday shall
occur and (2) the date on which he or she shall have both attained his or her
55th birthday and completed 10 years of employment with the Company and/or the
Subsidiaries or (II) the termination of a Participant's service as a director
with the Company and all of the Subsidiaries (x) other than for cause or by
reason of his or her death and (y) on or after the first day of the calendar
month in which his or her 65th birthday shall occur.

13. Adjustment of Number of Shares. In the event that a dividend shall be
declared upon the Common Stock payable in shares of the Common Stock, the number
of shares of the Common Stock then subject to any Option and the number of
shares of the Common Stock reserved for issuance in accordance with the
provisions of the Plan but not yet covered by an Option and the number of shares
set forth in Section 9(b) shall be adjusted by adding to each share the number
of shares which would be distributable thereon if such shares had been
outstanding on the date fixed for determining the stockholders entitled to
receive such stock dividend. In the event that the outstanding shares of the
Common Stock shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation,
whether through reorganization, recapitalization, stock split-up, combination of
shares, sale of assets, merger or consolidation in which the Company is the
surviving corporation, then, there shall be substituted for each share of the
Common Stock then subject to any Option and for each share of the Common Stock
reserved for issuance in accordance with the provisions of the Plan but not yet
covered by an Option and for each share of the Common Stock referred to in
Section 9(b), the number and kind of shares of stock or other securities into
which each outstanding share of the Common Stock shall be so changed or for
which each such share shall be exchanged. In the event that there shall be any
change, other than as specified in this Section 13, in the number or kind of
outstanding shares of the Common Stock, or of any stock or other securities into
which the Common Stock shall have been changed, or for which it shall have been
exchanged, then, if the Committee shall, in its sole discretion, determine that
such change equitably requires an adjustment in the number or kind of shares
then subject to any Option and the number or kind of shares reserved for
issuance in accordance with the provisions of the Plan but not yet covered by an
Option and the number or kind of shares referred to in Section 9(b), such
adjustment shall be made by the Committee and shall be effective and binding for
all purposes of the Plan and of each stock option agreement or certificate
entered into in accordance with the provisions of the Plan. In the case of any
substitution or adjustment in accordance with the provisions of this Section 13,
the option price in each stock option agreement or certificate for each share
covered thereby prior to such substitution or adjustment shall be the option
price for all shares of stock or other securities which shall have been
substituted for such share or to which such share shall have been adjusted in
accordance with the provisions of this Section 13. No adjustment or substitution
provided for in this Section 13 shall require the Company to sell a fractional
share under any stock option agreement or certificate. In the event of the
dissolution or liquidation of the Company, or a merger, reorganization or
consolidation in which the Company is not the surviving corporation, then,
except as otherwise provided in Section 10(e) and the second sentence of this
Section 13, each Option, to the extent not theretofore exercised, shall
terminate forthwith.

14. Purchase for Investment, Withholding and Waivers. Unless the shares to
be issued upon the exercise of an Option by a Participant shall be registered
prior to the issuance thereof under the Securities Act of 1933, as amended, such
Participant will, as a condition of the Company's obligation to issue such
shares, be required to give a representation in writing that he or she is
acquiring such shares for his or her own account as an investment and not with a
view to, or for sale

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in connection with, the distribution of any thereof. In the event of the death
of a Participant, a condition of exercising any Option shall be the delivery to
the Company of such tax waivers and other documents as the Committee shall
determine. In the case of each non-qualified stock option, a condition of
exercising the same shall be the entry by the person exercising the same into
such arrangements with the Company with respect to withholding as the Committee
may determine.

15. No Stockholder Status. Neither any Participant nor his or her legal
representatives, legatees or distributees shall be or be deemed to be the holder
of any share of the Common Stock covered by an Option unless and until a
certificate for such share has been issued. Upon payment of the purchase price
thereof, a share issued upon exercise of an Option shall be fully paid and
non-assessable.

16. No Restrictions on Corporate Acts. Neither the existence of the Plan
nor any Option shall in any way affect the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding whether of a similar character or otherwise.

17. No Employment Right. Neither the existence of the Plan nor the grant of
any Option shall require the Company or any Subsidiary to continue any
Participant in the employ or service of the Company or such Subsidiary.

18. Termination and Amendment of the Plan. The Board may at any time
terminate the Plan or make such modifications of the Plan as it shall deem
advisable; provided, however, that the Board may not without further approval of
the holders of a majority of the shares of the Common Stock present in person or
by proxy at any special or annual meeting of the stockholders, increase the
number of shares as to which Options may be granted under the Plan (as adjusted
in accordance with the provisions of Section 13), or change the class of persons
eligible to participate in the Plan, or change the manner of determining the
option prices. Except as otherwise provided in Section 13, no termination or
amendment of the Plan may, without the consent of the Participant to whom any
Option shall theretofore have been granted, adversely affect the rights of such
Participant under such Option. The Committee may not, without further approval
of the holders of a majority of the shares of the Common Stock present in person
or by proxy at any special or annual meeting of the stockholders, amend any
outstanding Option to reduce the option price, or cancel any outstanding Option
and contemporaneously award a new Option to the same optionee for substantially
the same number of shares at a lower option price.

19. Expiration and Termination of the Plan. The Plan shall terminate on
April 30, 2013 or at such earlier time as the Board may determine. Options may
be granted under the Plan at any time and from time to time prior to its
termination. Any Option outstanding under the Plan at the time of the
termination of the Plan shall remain in effect until such Option shall have been
exercised or shall have expired in accordance with its terms.

20. Options for Outside Directors.

(a) A director of the Company who is not an employee of the Company or a
Subsidiary and who is not a director elected solely by the holders of the
Company's Series B convertible preferred stock (an "Outside Director") shall be
eligible to receive, in addition to any

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other Option which he or she may receive pursuant to Section 6, an annual
Option. Except as otherwise provided in this Section 20, each such Option shall
be subject to all of the terms and conditions of the Plan.

(b) (i) At the first meeting of the Board immediately following each Annual
Meeting of the Stockholders of the Company, each Outside Director shall be
granted an Option, which shall be a non-qualified stock option, to purchase
10,000 shares of the Common Stock. Notwithstanding the foregoing, an Outside
Director may not receive a grant under this Section 20 for any year if and to
the extent such Outside Director receives a grant of options to purchase Common
Stock under any other Company stock option plan then in effect solely for his or
her services as a director of the Company for such year and the aggregate number
of shares of Common Stock issuable upon the exercise of all such options granted
for such year would exceed 10,000.

(ii) The initial per share option price of each Option granted to an
Outside Director shall under this Section 20 be equal to the fair market value
of a share of the Common Stock on the date of grant.

(iii) The term of each Option granted to an Outside Director shall be ten
years from the date of the granting thereof.

(iv) All or any portion of the payment required upon the exercise of an
Option granted to an Outside Director may be made in kind by the delivery of
shares of the Common Stock having a fair market value equal to the portion of
the option price so paid; provided, however, that no portion of such payment may
be made by delivering shares of the Common Stock acquired upon the exercise of
an Option if such shares shall not have been held by such Outside Director for
at least six months; and provided further, however, that, subject to the
requirements of Regulation T (as in effect from time to time) promulgated under
the Exchange Act, the Committee may implement procedures to allow a broker
chosen by such Outside Director to make payment of all or any portion of the
option price payable upon the exercise of an Option and receive, on behalf of
such Outside Director, all or any portion of the shares of the Common Stock
issuable upon such exercise.

(c) The provisions of this Section 20 may not be amended except by the vote
of a majority of the members of the Board and by the vote of a majority of the
members of the Board who are not Outside Directors.

D-8

EXHIBIT E

DATE: MARCH 2, 2004

PHILLIPS-VAN HEUSEN CORPORATION

AUDIT COMMITTEE PRE-APPROVAL POLICY

I. STATEMENT OF PRINCIPLES

The Audit Committee is required, pursuant to its Charter and applicable law, to
pre-approve the audit and non-audit services performed by the outside auditing
firm in order to assure that the provision of such services do not impair the
outside auditing firm's independence. Unless a type of service to be provided by
the outside auditing firm has received general pre-approval in accordance with
Section 10A of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, it will require specific pre-approval by the Committee.
Any proposed services exceeding pre-approved cost levels will require specific
pre-approval by the Committee.

The term of any pre-approval is 12 months from the date of pre-approval, unless
the Audit Committee specifically provides for a different period. The Committee
will review this policy, including the list of pre-approved services, at the
same time as it reviews its Charter.

II. DELEGATION

The Audit Committee may delegate pre-approval authority to one or more of its
members as provided in the Audit Committee Charter. Pursuant to the requirements
of the Audit Committee Charter, the member or members to whom such authority is
delegated shall report any pre-approval decisions to the Audit Committee at its
next meeting. The Committee cannot delegate to management its responsibilities
to pre-approve services performed by the outside auditing firm.

III. AUDIT SERVICES

The annual audit services engagement terms and fees will be subject to the
specific pre-approval of the Audit Committee. The Committee will approve, if
necessary, any changes in terms, conditions and fees resulting from changes in
audit scope, Company structure or other matters.

In addition to the annual audit services engagement approved by the Audit
Committee, the Committee may grant pre-approval for other audit services, which
are those services that only the independent auditor reasonably can provide.

IV. AUDIT-RELATED SERVICES

Audit-related services are assurance and related services that are reasonably
related to the performance of the audit or review of the Company's financial
statements and that are traditionally performed by the outside auditing firm.
The Audit Committee believes that the provision of audit-related services does
not impair the independence of the outside accounting firm. All audited-related
services must be pre-approved.

E-1

V. TAX SERVICES

The Audit Committee believes that the outside accounting firm can provide tax
services to the Company such as tax compliance, tax planning and tax advice
without impairing the firm's independence. However, the Committee will not
permit the retention of the outside accounting firm in connection with a
transaction initially recommended by the outside accounting firm, the purpose of
which may be tax avoidance and the tax treatment of which may not be supported
in the Internal Revenue Code and related regulations. All tax services must be
separately pre-approved by the Committee.

VI. ALL OTHER SERVICES

The Audit Committee may grant pre-approval to those permissible non-audit
services that it believes are routine and recurring services, and would not
impair the independence of the auditor. All such services must be separately
pre-approved by the Audit Committee.

A list of the prohibited non-audit services under Section 10A of the Exchange
Act is attached to this policy as Exhibit 1. The Security and Exchange
Commission's rules and relevant guidance should be consulted to determine the
precise definitions of these and all other services, the applicability of
exceptions to certain of the prohibitions and the parameters and scope of
pre-approval decisions.

VII. PRE-APPROVAL FEE LEVELS

Pre-approval fee levels for all services to be provided by the outside
accounting firm will be established periodically by the Audit Committee. Any
proposed services exceeding these levels will require specific pre-approval by
the Audit Committee.

VIII. SUPPORTING DOCUMENTATION

With respect to each proposed pre-approved service, the outside accounting firm
will provide detailed back-up documentation requested by the Audit Committee
regarding the specific services to be provided.

IX. PROCEDURES

Requests to provide services that require separate approval by the Audit
Committee will be submitted to the Committee (or the members of the Committee to
whom pre-approval authority has been delegated) by the Chief Financial Officer,
Controller or other appropriate financial officer. The presenting officer should
be prepared to explain both the purpose of the service and whether, in their
view, the request is consistent with the SEC's rules on auditor independence.

E-2

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PHILLIPS-VAN HEUSEN CORPORATION

200 Madison Avenue
New York, New York 10016-3903

BRUCE J. KLATSKY and MARK WEBER, or either of them, with the power of
substitution, are hereby authorized to represent the undersigned and to vote all
shares of the Common Stock of PHILLIPS-VAN HEUSEN CORPORATION held by the
undersigned at the Annual Meeting of Stockholders to be held in New York, New
York, on June 15, 2004, and any adjournments thereof, on the matters printed on
the reverse side.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF THIS PROXY IS EXECUTED BUT NO
DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED:

o FOR THE ELECTION OF ALL OF THE NOMINEES FOR DIRECTOR

o FOR THE APPROVAL OF THE AMENDMENT TO INCREASE THE MAXIMUM ANNUAL GRANT
UNDER THE COMPANY'S 2003 STOCK OPTION PLAN; AND

o FOR THE APPOINTMENT OF AUDITORS.

(Continued, and to be dated and signed on the other side.)

PHILLIPS-VAN HEUSEN CORPORATION
P.O. BOX 11287
NEW YORK, NEW YORK 10203-0287

THE BOARD RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3 BELOW:

1. Election of the nominees for FOR all nominees |_| WITHHOLD AUTHORITY to |_| EXCEPTIONS* |_|
director listed below: listed below vote for all nominees listed below

NOMINEES: EDWARD H. COHEN, JOSEPH B. FULLER, JOEL H. GOLDBERG, MARC GROSMAN,
BRUCE J. KLATSKY, HARRY N.S. LEE, BRUCE MAGGIN, PETER J. SOLOMON AND
MARK WEBER

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE
"EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)

* Exceptions___________________________________________________________________

2. Approval of the amendment to increase the maximum annual grant under the
Company's 2003 Stock Option Plan FOR |_| AGAINST |_| ABSTAIN |_|

3. Appointment of auditors. FOR |_| AGAINST |_| ABSTAIN |_|

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Address change
and/or comments |_|

Note: The signature should agree with the name on your stock
certificate. If acting as executor, administrator, trustee,
guardian, etc., you should so indicate when signing. If the
signer is a corporation, please sign the full corporate
name, by duly authorized officer. If shares are held
jointly, each stockholder named should sign.

Dated: ____________________________ , 2004

____________________________________________
Signature

____________________________________________
Signature, if held jointly

To vote, fill in (x) with black or blue ink only. |X|