401(K) Savings And Profit Sharing Plan

Exhibit 10(g)


THE LIZ CLAIBORNE 401(K)


SAVINGS AND PROFIT SHARING PLAN


As Amended and Restated
Effective as of April 1, 2000


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The Liz Claiborne 401(k) Savings and Profit Sharing Plan


(As Amended and Restated
Effective as of April 1, 2000)


Preamble


Effective January 1, 1985, Liz Claiborne, Inc. (the "Company") adopted the Liz Claiborne Savings Plan (the "Plan"), a stock bonus plan that provides for contributions pursuant to section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), which plan has been amended and restated from time to time.


Effective January 1, 1983, the Company adopted the Liz Claiborne Profit Sharing Retirement Plan (the "Profit Sharing Plan"), a profit sharing plan that provides for employer profit sharing contributions, which plan has also been amended and restated from time to time.


On June 9, 1999 the Company acquired approximately 85% of the stock of Lucky Brand Dungarees, Inc. ("Lucky"), the sponsor of the Lucky Brand Employee Retirement Plan and Trust (the "Lucky Plan"), a profit sharing plan providing for contributions under section 401(k) of the Code.


On June 11, 1999, the Company acquired approximately 85% of the stock of Segrets, Inc. ("Segrets"), the sponsor of the Segrets, Inc. 401(k) Profit Sharing Plan (the "Segrets Plan"), a profit sharing plan providing for contributions under section 401(k) of the Code.


On November 2, 1999 the Company acquired 100% of the stock of Podell Industries, Inc., the sponsor of the Podell Industries, Inc. 401(k) Profit Sharing Plan (the "Laundry Plan"), a profit sharing plan providing for contributions under section 401(k) of the Code.


The Company now desires to amend and restate the Plan to reflect the merger into it of the Profit Sharing Plan, the Lucky Plan, and the Segrets Plan effective as of December 31, 1999 and the Laundry Plan effective as of April 1, 2000; and (ii) to further amend the Plan to comply with the provisions of the Small Business Job Protection Act of 1996 ("SBJPA"), the Uruguay Round Agreements Act (also referred to as "GATT"), the Taxpayer Relief Act of 1997 ("TRA 97") and the IRS Restructuring and Reform Act of 1998 (together, the "GUST provisions"), as well as other amendments determined by the Company to be appropriate to further the purposes of the Plan, effective as of the dates required by such provisions of law or as expressly set forth herein, and otherwise as of the date hereof.


The Plan as amended and restated herein is intended to qualify as a profit sharing plan within the meaning of section 401(a) of the Code with a cash or deferred arrangement within the meaning of section 401(k) of the Code.


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ARTICLE I


General


1.1 Effective Date. The effective date of this amendment and restatement is April 1, 2000. Except as expressly provided herein, the rights of a Participant or an Eligible Employee who has terminated employment and who does not have an Hour of Service on or after the Effective Date shall be determined by the terms of the Plan in effect immediately prior to the Effective Date. Notwithstanding the forgoing, certain provisions of this document are intended to comply with changes to the Code made by the GUST provisions, and shall have the effective dates of such changes. To the extent applicable, any provisions of the Plan intended to comply with the GUST provisions shall also be considered amendments to the prior version of this Plan, the Profit Sharing Plan, the Lucky Plan, the Segrets Plan and the Laundry Plan as of the relevant effective dates.


1.2 Definitions. Terms used frequently with the same meaning are capitalized; some terms are defined below, others in the section of the Plan to which they principally pertain.


(a) When used in this Plan, the following terms shall have the designated
meanings, unless a different meaning is clearly required by the context:


(i) "Accounts". A Participant's Profit Sharing Contributions, Matching
Contributions, Tax-Saver Contributions, Qualified Non-Elective
Contributions, Buy-Back and Rollover Accounts.


(ii) "Affiliate". A Controlled Group Member or an Affiliated Service
Group Member.


(iii) "Affiliated Service Group Member". Any (A) member of an
affiliated service group, within the meaning of section 414(m) of the Code,
that includes the Company or a Controlled Group Member, or (B) organization
aggregated with the Company or a Controlled Group Member pursuant to
section 414(o) of the Code, but only if and to the extent (including time
period) required by such sections.


(iv) "Appropriate Form". The form prescribed by the Recordkeeper for a
particular purpose specified in the Plan, as more fully described in
Section 14.1.


(v) "Beneficiary". The person or persons entitled to benefits under
the Plan following a Participant's death, pursuant to Article X.


(vi) "Board of Directors". The Board of Directors of the Company, or
any duly authorized committee thereof.


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(vii) "Buy-Back Account". A separate account maintained for a
Participant which reflects his share of the Trust Fund attributable to his
repayment of a prior distribution under Section 7.5.


(viii) "Code". The Internal Revenue Code of 1986 as amended from time
to time. Reference to a specific provision of the Code shall include such
provision, any valid regulation or ruling promulgated thereunder and any
comparable provision of future law that amends, supplements or supersedes
such provision.


(ix) "Committee". The administrative/investment committee provided for
in Article XII.


(x) "Common Stock". Common stock of the Company.


(xi) "Company". Liz Claiborne, Inc. a Delaware Corporation, or any
successor thereto by merger, consolidation or otherwise


(xii) "Company Stock Fund. An Investment Fund invested primarily in
Common Stock.


(xiii) "Compensation". An individual's base salary or base wages and
commissions paid by an Employer for services as an Eligible Employee,
excluding bonuses, overtime, and all other forms of extra compensation, but
determined before giving effect to any Contribution Agreement under this
Plan, or any salary reduction or similar agreement under any plan described
in section 401(k) or 125 of the Code. The total amount of a Participant's
Compensation taken into account under the Plan for any Plan Year shall not
exceed the maximum amount permitted for such Plan Year under section
401(a)(17) of the Code.


(xiv) "Contribution Agreement". An agreement by an Eligible Employee
to reduce his Compensation otherwise payable in cash in order to receive
Tax-Saver Contributions under the Plan, which agreement may be either
express or deemed to have been made as provided in Section 4.2.


(xv) "Controlled Group Member". Any trade or business, whether or not
incorporated, during such period in which it controls, is controlled by, or
is under common control with the Company within the meaning of section
414(b) or 414(c) of the Code.


(xvi) "Disability". A Participant has incurred a Disability if he is
determined by the Committee to have become incapable of performing all of
the duties of his normal occupation because of an illness or accidental
injury that is expected to be permanent or of indefinite duration. In
making its determination the Committee may treat as conclusive evidence of
Disability a Participant's qualification for disability benefits under the
Social Security Act.


(xvii) "Effective Date". See Section 1.1.


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(xviii) "Eligible Employee". See Section 3.1.


(xix) "Employer". The Company and any other Controlled Group Member
which has adopted the Plan with the approval of the Company and which shall
not have discontinued its sponsorship pursuant to Section 13.1.


(xx) "Entry Date". The first day of each month and any other date
established as an entry date by the Committee with respect to Eligible
Employees generally, or such specified group of Eligible Employees as the
Committee may prescribe in its discretion.


(xxi) "ERISA". The Employee Retirement Income Security Act of 1974 as
amended from time to time. Reference to a specific provision of ERISA shall
include such provision, any valid regulation or ruling promulgated
thereunder and any comparable provision of future law that amends,
supplements or supersedes such provision.


(xxii) "Full Time" and "Part Time". See Subparagraph 3.1(f)(i).


(xxiii) "Highly Compensated Employee". For any Plan Year, an employee
who received compensation from the Company and its Affiliates (as
determined under section 414(q) of the Code) during the prior Plan Year in
excess of $80,000 (as adjusted pursuant to section 414(q) of the Code) or
who was a five percent (5%) owner (within the meaning of Section 414(q) of
the Code) of the Company at any time during the current or prior Plan Year.


(xxiv) "Hour of Service". Each hour for which an employee is paid or
entitled to payment for the performance of duties for the Company, another
Employer or an Affiliate, and each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the Company, an
Employer or an Affiliate, disregarding payments made or due solely for
purposes of complying with workers' compensation, unemployment compensation
or disability insurance laws and payments which solely reimburse an
employee for medical expenses and severance pay. Hours to be credited for
reasons other than the performance of duties shall be determined and
credited in accordance with the provisions of Department of Labor
Regulation Section 2530.200b-2(b) and (c). With respect to employees for
whom hourly employment records are not regularly kept, the Committee shall
establish such equivalents as it deems appropriate in accordance with
Department of Labor Regulation 2530.200b-3(c).


(xxv) "Investment Fund". A portion of the Trust Fund which is
separately invested pursuant to Section 6.5.


(xxvi) "Leased Employee". An individual treated as an employee of
non-adopting Controlled Group Member pursuant to Section 3.9.


(xxvii) "Matching Contributions". Contributions made by an Employer
for a Participant under Section 4.7, based on the Tax-Saver Contributions
made for the Participant.


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(xxviii) "Matching Contributions Account". A separate account
maintained for each Participant which reflects his share of the Trust Fund
attributable to Matching Contributions.


(xxix) "Maternity or Paternity Absence". An employee's absence from
work because of the pregnancy of the employee, the birth of the employee's
child or the adoption of a child by the employee or for purposes of caring
for the employee's child immediately following such birth or adoption. The
Committee may require the employee to furnish such information as it
considers necessary to establish that such employee's absence was a
maternity or paternity absence.


(xxx) "Normal Retirement Date". An employee's 65th birthday.


(xxxi) "One Year Break in Service": A continuous 12-month period of
absence commencing on the earlier of the day an employee quits, retires,
dies, or is discharged or, in the case of an absence for any other reason,
the first anniversary of the first day of such absence if the employee is
not paid or entitled to payment for the performance of duties for the
Company or any Affiliate during such 12-month period. Solely for purposes
of determining whether a One Year Break is Service has occurred, an
employee who is absent from service beyond the first anniversary of the
date on which his Maternity or Paternity Absence began shall be deemed to
have terminated employment no later than the second anniversary of the date
on which the Maternity or Paternity Absence began.


(xxxii) "Participant". Any employee who has become a Participant in
this Plan in accordance with Article II, and any other employee or former
employee who has an undistributed Account balance under the Plan.


(xxxiii) "Plan". The Liz Claiborne 401(k) Savings and Profit Sharing
Plan (As Amended and Restated Effective as of April 1, 2000), as from time
to time in effect.


(xxxiv) "Plan Year". Each twelve-month period starting on January 1
and ending on December 31.


(xxxv) "Profit Sharing Contributions". Contributions by an Employer
under Section 4.13.


(xxxvi) "Profit Sharing Contributions Account". A separate account
maintained for each Participant which reflects his share of the Trust Fund
attributable to Profit Sharing Contributions.


(xxxvii) "Qualified Non-Elective Contributions". Discretionary
contributions by an Employer for a Participant under Section 4.10.


(xxxviii) "Recordkeeper". The entity which the Committee has employed
to perform recordkeeping and certain other administrative functions for the
Plan.


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(xxxix) "Rollover". A Participant's rollover contribution pursuant to
Section 4.12.


(xl) "Rollover Account". A separate account maintained for each
Participant which reflects his share of the Trust Fund attributable to his
Rollovers.


(xli) "Tax-Saver Contributions Account". A separate Account maintained
for each Participant which reflects his share of the Trust Fund
attributable to Tax-Saver Contributions.


(xlii) "Tax-Saver Contributions". Contributions made by an Employer
for the benefit of a Participant under Section 4.1, based on the amount by
which the Participant elected (or is deemed to have elected) to reduce the
Compensation otherwise payable to him in cash in accordance with Section
4.2.


(xliii) Termination Date. The date on which an employee's employment
with the Company and its Affiliates terminates for any reason.


(xliv) "Total Earnings". Total compensation (as that term is defined
in Treas. Reg Section 1.415-2(d)(ll)(i)) paid by the Company or an
Affiliate to an individual, but determined before giving effect to any
Contribution Agreement under this Plan (or any other cash or deferred
arrangement described in section 401(k) of the Code) or to any similar
reduction agreement pursuant to any cafeteria plan (within the meaning of
section 125 of the Code). For purposes of Sections 5.7 and 5.11, Total
Earnings shall be limited to such compensation paid by an Employer or
Affiliate to an individual for the portion of the Plan Year during which he
was eligible to make Tax-Saver Contributions or eligible to receive
Matching Contributions, as applicable. Total earnings taken into account
under the Plan for any Plan Year shall not exceed the maximum amount
permitted for such Plan Year under section 401(a)(17) of the Code.


(xlv) "Treasury Regulations". Any regulation published by the
Secretary of the Treasury with respect to any section of the Code, and any
revenue ruling, notice or announcement of general application pertinent to
any Code section published by the United States Treasury Department.


(xlvi) "Trust Agreement". The trust agreement referred to in Article
XI.


(xlvii) "Trust Fund". All the assets held under the Plan by the
Trustee as provided for in Article XI.


(xlviii) "Trustee". The corporation, individual, individuals, or
combination thereof which may at any time be acting as trustee under the
Trust Agreement entered into in connection with the Plan.


(xlix) "Valuation Date". Generally, each business day; for this
purpose, a business day is any day on which the New York Stock Exchange is
open. Notwithstanding the foregoing, the Committee, in its discretion, may
suspend daily valuations for such period as it considers appropriate, or
may designate a different


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valuation cycle (such as monthly or quarterly), as long as there is a
valuation as of the last business day of each Plan Year.


(l) "Year of Eligibility Service". See Section 2.2


(li) "Year of Vesting Service". See Section 2.3


(b) Where the context permits, words in any gender shall include any other
gender, words in the singular shall include the plural and the plural shall
include the singular.


1.3 Plan Supplements. The provisions of the Plan as applied to any Employer or any group of employees of any Employer may be modified or supplemented from time to time by the Company by the adoption of one or more "Supplements". Each Supplement shall form a part of the Plan as of the Supplement's effective date. In the event of any inconsistency between a Supplement and the Plan document, the terms of the Supplement shall govern.


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ARTICLE II


Service


2.1 General. Service is used under the Plan to determine when an employee is able to participate in the different types of contributions available under the Plan and when he has earned a vested, nonforfeitable right to such contributions. Service is determined differently for different purposes under the Plan.


2.2 Year of Eligibility Service. An employee will have earned a "Year of Eligibility Service" at the end of a twelve consecutive month computation period during which the employee is credited with at least 1,000 Hours of Service; such computation period shall begin on (a) the first day for which the employee is paid or entitled to payment for the performance of duties for the Company or an Affiliate or (b) any anniversary of such first day. The employee need not be employed at the end of such computation period to be credited with a Year of Eligibility Service.


2.3 Years of Vesting Service. An employee will have "Years of Vesting Service" equal to the number of years, computed to a fraction based upon 365 days comprising a year, elapsed since the first date for which the employee has an Hour of Service and ending on the day he last severs employment with the Company and its Affiliates, subject to the following:


(a) An employee will have severed employment with the Company and its
Affiliates on the earlier of (i) the day he quits, retires, dies or is
discharged, or (ii) the first anniversary of the first day of an absence
for any other reason.


(b) If an employee's employment with the Company and its Affiliates is
terminated and he incurs a One Year Break in Service, he shall not be
credited with service for the period between the date he severed employment
with the Company and its affiliates and the date, if any, of his
reemployment by the Company or an Affiliate.


(c) Any absence that is shorter than twelve full months shall count as
vesting service.


(d) The period between the first anniversary of the first day of a
Maternity or Paternity Absence and the second anniversary shall be
considered neither vesting service nor any part of a One Year Break in
Service.


(e) Vesting service earned by an employee after five (5) consecutive One
Year Breaks in Service shall be disregarded in determining the vested
percentage of his benefit under the Plan derived from Matching and Profit
Sharing Contributions accrued prior to such break.


(f) If an employee or Participant terminates employment with the Company
and its Affiliates without having a vested interest in any portion of an
Account and such employee or Participant incurs six (6) consecutive One
Year Breaks in Service, his employment prior to the first such One Year
break in Service shall be disregarded and he shall be treated as a new hire
for purpose of when he may begin participation in the Plan


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and Section 3.1 after his reemployment. The foregoing rule of parity shall not affect an individual's retention of his Years of Vesting Service earned prior to his reemployment by the Company or an Affiliate for purposes of determining his vested interest in any Employer contributions first allocated to his Account after his reemployment.


2.4 Changes in Employment Status and Application of Different Service Crediting Rules to the Determination of Eligibility. In the event that an individual changes status from a Full Time employee to a Part Time employee or vice-versa (whether in connection with a termination of employment or otherwise) the following rules shall apply:


(a) an employee who moves from Part Time status to Full Time status shall
be credited with the greater of (i) the period of elapsed-time service that
would be credited under Section 2.3 during the entire computation period in
which the transfer occurs or (ii) the service creditable under Section 2.2
as of the date of transfer; and


(b) An employee who moves from Full Time to Part Time status shall receive
credit for Hours of Service in the computation period in which the transfer
occurs for any elapsed time service earned prior to the date of transfer,
determined by multiplying 45 by the number of weeks worked in any
fractional part of a year credited under Section 2.3 prior to the transfer.


For purposes of the foregoing, the transfer will be deemed to have occurred on the date the employee returns to work when the change in status occurs in connection with an interruption of active employment.


Notwithstanding the foregoing, if an individual changes from Full Time to Part Time status after he has received his initial enrollment kit, he will continue to be treated as a Full Time employee for purposes of subparagraph 3.1(f)(i).


2.5 Service With Acquired Companies or Businesses. Notwithstanding the foregoing provisions of this Article II, in the event that the Company or an Employer acquires a business not previously included in the Company's "controlled group" of businesses within the meaning of section 414 of the Code, the Committee in its discretion may decide to recognize service with such business prior to the acquisition as though it were service with an Affiliate, to the extent that, and in accordance with such rules as, the Committee deems appropriate.


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ARTICLE III


Participation in the Plan


3.1 Eligibility to Participate in the Plan. An employee who was a Participant in the Plan (or in the Profit Sharing Plan) prior to the Effective Date with respect to eligibility to make Tax-Saver Contributions, eligibility to receive Matching Contributions or eligibility to share in Profit Sharing Contributions shall continue as a Participant with respect to such right(s) after the Effective Date if such employee is still employed in a group to which the Plan has been extended on the Effective Date. Each other employee of an Employer shall be an "Eligible Employee" with respect to a particular portion of the Plan as of the Entry Date coincident with or next following the date on which he first satisfies all of the following requirements:


(a) he is employed in the continental United States in a group to which the
Plan (or the relevant portion thereof) has been extended by the Company or
his Employer; for this purpose an Employer may, in its discretion,
determine that employees in a specified division, subdivision, plant,
location or job classification of such Employer shall not be Eligible
Employees, provided that any such determination shall not discriminate in
favor of officers, shareholders or highly compensated employees so as to
prevent the Plan from qualifying under section 401(a) of the Code;


(b) he does not perform services for the Company or an Employer under a
contract, agreement, arrangement or understanding that purports to treat
him as an independent contractor, a fragrance demonstrator or the employee
of a leasing organization, agency or other entity, even if he is
subsequently determined (by judicial action or otherwise) to have instead
been a common law employee of such Employer;


(c) his employment with the Company or his Employer is not covered by a
collective bargaining agreement, unless participation in the Plan has been
extended to him under the terms of such collective bargaining agreement;


(d) he has attained age 21;


(e) he is not a non-resident alien; and


(f) he has satisfied the applicable service requirement for that portion of
the Plan, as follows:


(i) with respect to Tax-Saver Contributions, if he is a "Full Time"
employee (that is, he is scheduled to work a full work week determined
by the customary practice of his location, business unit or job
description as determined by the Committee in its sole discretion), he
has completed one half (1/2) of a Year of Vesting Service, or if he is
a "Part Time" employee (that ...