6,386,365 SHARES

                         PHILLIPS-VAN HEUSEN CORPORATION

                SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                                   July 14, 2005

LEHMAN BROTHERS INC.
CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.
BEAR, STEARNS & CO. INC.
PIPER JAFFRAY & CO.
As Representatives of the several
  Underwriters named in Schedule 1 attached hereto,
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

         Certain stockholders of Phillips-Van Heusen Corporation, a Delaware
corporation (the "Company"), named in Schedule 2-A attached hereto (the "FIRM
SELLING STOCKHOLDERS"), propose to sell an aggregate of 6,386,365 shares (the
"FIRM STOCK") of the Company's common stock, par value $1.00 per share (the
"COMMON Stock"). In addition, certain stockholders of the Company specified in
Schedule 2-B (the "OPTION SELLING STOCKHOLDERS") propose to grant to the
underwriters (the "UNDERWRITERS") named in Schedule 1 attached to this agreement
(this "AGREEMENT") an option to purchase up to an additional 957,954 shares of
the Common Stock on the terms set forth in Section 3 (the "OPTION STOCK"). The
Firm Selling Stockholders and the Option Selling Stockholders are hereinafter
collectively called the "SELLING STOCKHOLDERS". The Firm Stock and the Option
Stock, if purchased, are hereinafter collectively called the "STOCK." This is to
confirm the agreement concerning the purchase of the Stock from the Selling
Stockholders by the Underwriters.

         1. Representations, Warranties and Agreements of the Company. The
Company represents, warrants and agrees that:

         (a) A registration statement on Form S-3 (No. 333-105218) with respect
    to the Stock has been prepared by the Company and filed in conformity with
    the requirements of the Securities Act of 1933, as amended (the "SECURITIES
    ACT"), and the rules and regulations promulgated thereunder (the "RULES AND
    REGULATIONS") of the Securities and Exchange Commission (the "COMMISSION")
    thereunder; and became effective under the Securities Act. Copies of such
    registration statement and each amendment thereto have been delivered by the
    Company to you as the representatives (the "REPRESENTATIVES") of



                                                                               2

    the Underwriters. As used in this Agreement, "EFFECTIVE TIME" means the date
    and the time as of which such registration statement, or the most recent
    post-effective amendment thereto, if any, was declared effective by the
    Commission; "EFFECTIVE DATE" means the date of the Effective Time;
    "REGISTRATION STATEMENT" means such registration statement, as amended at
    the Effective Time, including any documents incorporated by reference
    therein at such time and all information contained in the final prospectus
    filed with the Commission pursuant to Rule 424(b) of the Rules and
    Regulations and deemed to be a part of the registration statement as of the
    Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and
    Regulations; "PROSPECTUS" means such final prospectus, as supplemented and
    in the form first used to confirm sales of the Stock; and "PRELIMINARY
    PROSPECTUS" means each preliminary prospectus relating to the Stock,
    containing the base prospectus included as part of the Registration
    Statement, containing a "Subject to Completion" legend comparable to that
    contained in paragraph 10 of Item 501 under Regulation S-K of the Rules and
    Regulations and including the documents incorporated in such base prospectus
    by reference. Reference made herein to any Preliminary Prospectus or to the
    Prospectus shall be deemed to refer to and include any documents
    incorporated by reference therein, as of the date of such Preliminary
    Prospectus or the Prospectus, as the case may be, and any reference to any
    amendment or supplement to any such Preliminary Prospectus or the Prospectus
    shall be deemed to refer to and include any document filed under the
    Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), after the
    date of such Preliminary Prospectus or the Prospectus, as the case may be,
    and incorporated by reference in such Preliminary Prospectus or the
    Prospectus, as the case may be; and any reference to any amendment to the
    Registration Statement shall be deemed to include any annual report of the
    Company filed with the Commission pursuant to Section 13(a) or 15(d) of the
    Exchange Act after the Effective Time that is incorporated by reference in
    the Registration Statement. The Commission has not issued any order
    preventing or suspending the use of any Preliminary Prospectus or the
    Prospectus or suspending the effectiveness of the Registration Statement,
    and no proceeding for such purpose has been instituted or, to the Company's
    knowledge, threatened by the Commission.

         (b) The Registration Statement conformed in all material respects at
    the Effective Time and conforms in all material respects, and any
    post-effective amendment to the Registration Statement filed after the date
    hereof will conform in all material respects on the applicable effective
    date, to the requirements of the Securities Act and the Rules and
    Regulations. The Prospectus will conform in all material respects when filed
    with the Commission pursuant to Rule 424(b) and on the applicable Delivery
    Date (as defined in Section 5) to the requirements of the Securities Act and
    the Rules and Regulations. The Registration Statement, at the Effective Time
    and on the applicable Delivery Date, and the Prospectus, as of its date and
    on the applicable Delivery Date, do not and will not contain an untrue
    statement of a material fact or omit to state a material fact required to be
    stated therein or necessary to make the statements therein (in the case of
    the Prospectus, in the light of the circumstances under which they were
    made) not misleading; provided, that no representation or warranty is made
    as to information contained in or omitted from the Registration Statement or
    the Prospectus in reliance upon and in conformity with written information
    furnished to the Company through the Representatives by or on behalf of any
    Underwriter specifically for inclusion therein,



                                                                               3


    which information is specified in Section 10(f). The conditions for use of
    Form S-3, as set forth in the General Instructions thereto, have been
    satisfied.

         (c) The documents incorporated by reference in the Registration
    Statement and the Prospectus when filed with the Commission, conformed in
    all material respects to the requirements of the Exchange Act and the rules
    and regulations of the Commission thereunder, and none of such documents
    contained an untrue statement of a material fact or omitted to state a
    material fact required to be stated therein or necessary to make the
    statements therein not misleading; and any further documents so filed and
    incorporated by reference in the Registration Statement and the Prospectus,
    when filed with Commission, will conform in all material respects to the
    requirements of the Securities Act and the Exchange Act, as applicable, and
    the rules and regulations of the Commission thereunder and when read
    together with the other information in the Prospectus at the time the
    Prospectus was filed and on the applicable Delivery Date will not contain an
    untrue statement of a material fact or omit to state a material fact
    required to be stated therein or necessary to make the statements therein,
    in the light of the circumstances under which they were made, not
    misleading.

         (d) The Company has been duly incorporated and is an existing
    corporation in good standing under the laws of the State of Delaware, with
    corporate power and authority to own its properties and conduct its business
    as described in the Prospectus; and the Company is duly qualified to do
    business as a foreign corporation in good standing in all other
    jurisdictions in which its ownership or lease of property or the conduct of
    its business requires such qualification, except where the failure to be so
    qualified would not, individually or in the aggregate, have a material
    adverse effect on the financial condition, business, properties or results
    of operations of the Company and its subsidiaries taken as a whole (a
    "MATERIAL ADVERSE EFFECT").

         (e) Each of the subsidiaries listed on Schedule 3 (the "MATERIAL
    SUBSIDIARIES") (i) has been duly incorporated and (ii) is an existing
    corporation in good standing under the laws of the jurisdiction of its
    incorporation with corporate power and authority to own its properties and
    conduct its business as described in the Prospectus; and each Material
    Subsidiary is duly qualified to do business as a foreign corporation in good
    standing in all other jurisdictions in which its ownership or lease of
    property or the conduct of its business requires such qualification, except
    where the failure to be so qualified would not, individually or in the
    aggregate, have a Material Adverse Effect. All of the issued and outstanding
    capital stock of each Material Subsidiary have been duly authorized and
    validly issued and are fully paid and nonassessable; and, except as
    disclosed in the Prospectus, except under the Company's revolving credit
    facility, the Company's 7 3/4% debentures due 2023 and a lien in favor of
    Mr. Calvin Klein, the capital stock of each Material Subsidiary is owned by
    the Company, directly or through subsidiaries free from material liens and
    encumbrances.

         (f) The Company has an authorized capitalization as set forth in the
    Prospectus, and the issued shares of capital stock of the Company have been
    duly authorized and validly issued, are fully paid and non-assessable,
    conform, in all material respects, to the description thereof contained in
    the Prospectus and were issued in


                                                                               4


    compliance with U.S. federal and state securities laws and not in violation
    of any preemptive right, resale right, right of first refusal or similar
    right.

         (g) The shares of the Stock to be issued to and sold by the Selling
    Stockholders under this Agreement (i) will be issued in accordance with the
    Certificate of Designations, Preferences and Rights of Series B Convertible
    Preferred Stock of the Company dated February 10, 2003 (the "CERTIFICATE OF
    DESIGNATION"), and (ii) have been duly authorized for issuance and, at the
    time such shares of the Stock are to be sold by the Selling Stockholders
    will be duly and validly issued, fully paid and non-assessable and conform,
    in all material respects, to the description thereof contained in the
    Prospectus.

         (h) This Agreement has been duly authorized, executed and delivered by
    the Company.

         (i) No consent, approval, authorization, registration, qualification,
    or order of, or filing with, any governmental agency or body or any court is
    required for the consummation of the transactions contemplated hereby in
    connection with the issuance and sale of the Stock, except for such
    consents, approvals, authorizations, registrations, qualifications, orders
    and filings under the Securities Act, the rules and regulations of the New
    York Stock Exchange or applicable state securities laws.

         (j) The execution, delivery and performance by the Company of this
    Agreement, and the consummation of the transactions contemplated hereby,
    including without limitation, the issuance of the Stock and compliance by
    the Company with the terms and provisions of this Agreement, do not and will
    not conflict with or result in a breach or violation of any of the terms and
    provisions of, or constitute a default (or an event which with the giving of
    notice or the lapse of time or both would constitute a default) under, or
    result in the creation or imposition of any lien, charge or encumbrance upon
    any assets or properties of the Company or any of its subsidiaries under (i)
    the charter, bylaws or other organizational documents of the Company and any
    of its subsidiaries, (ii) any statute, rule, regulation or order of any
    governmental agency or body or any court, domestic or foreign, having
    jurisdiction over the Company or any subsidiary of the Company or any of
    their properties, assets or operations or (iii) any indenture, mortgage,
    loan or credit agreement, note, lease, permit, license or other agreement or
    instrument to which the Company or any subsidiary of the Company is a party
    or by which the Company or any such subsidiary is bound or to which any of
    the assets or properties of the Company or any of its subsidiaries are
    subject, except, in the case of clauses (ii) and (iii), for such conflicts,
    breaches, violations or defaults or liens, charges or encumbrances as would
    not, individually or in the aggregate, have a Material Adverse Effect.

         (k) Except as described or summarized in the Prospectus and with
    respect to shares of the Company's common stock (i) issued to the former
    stockholders of Calvin Klein, Calvin Klein (Europe), Inc., Calvin Klein
    (Europe II) Corp., Calvin Klein Europe S.r.l. and CK Service Corp. in
    connection with the Company's acquisition of such companies and (ii)
    issuable upon conversion of the Company's Series B convertible preferred
    stock, there are no contracts, agreements or understandings between the


                                                                               5



    Company and any person granting such person the right to require the Company
    to file a registration statement under the Securities Act with respect to
    any securities of the Company owned or to be owned by such person or to
    require the Company to include such securities in the securities registered
    pursuant to the Registration Statement or in any securities being registered
    pursuant to any other registration statement filed by the Company under the
    Securities Act.

         (l) Except as disclosed in the Prospectus and except for the Company's
    obligations to Peter J. Solomon Company L.P., there are no contracts,
    agreements or understandings between the Company and any person that would
    give rise to a valid claim against the Company or any Underwriter for a
    brokerage commission, finder's fee or other like payment in connection with
    the issuance and sale of the Stock contemplated by this Agreement.

         (m) The Company has not sold or issued any securities that would be
    integrated with the offering of the Stock contemplated by this Agreement
    pursuant to the Securities Act, the Rules and Regulations or the
    interpretations thereof by the Commission.

         (n) The financial statements (including the related notes and
    supporting schedules) filed as part of the Registration Statement or
    included or incorporated by reference in the Prospectus comply as to form in
    all material respects with the requirements of Regulation S-X under the
    Securities Act and present fairly, in all material respects, the financial
    condition, results of operations and cash flows of the entities purported to
    be shown thereby at the dates and for the periods indicated and have been
    prepared in conformity with generally accepted accounting principles in the
    United States applied on a consistent basis throughout the periods involved;
    provided, however, that the financial statements that are unaudited are
    subject to normal year-end adjustments, require management to make estimates
    and assumptions that affect the amounts reported in such financial
    statements and the notes thereto and do not contain all disclosures required
    in audited financial statements by accounting principles generally accepted
    in the United States, including the absence of certain footnotes.

         (o) Ernst & Young LLP, who have certified certain financial statements
    of the Company and its subsidiaries, are independent public accountants as
    required by the Securities Act and the Rules and Regulations.

         (p) The Company and each of its subsidiaries have good and marketable
    title to all items of real property and other property owned by each of
    them, in each case free and clear of any pledge, lien, encumbrance, security
    interest or other claim of any third party or defect in title, except (i) to
    the extent such would not, individually or in the aggregate, have a Material
    Adverse Effect, (ii) liens described in the Prospectus and (iii) liens under
    the Company's revolving credit facility, the Company's 7 3/4% debentures due
    2023 and a lien in favor of Mr. Calvin Klein. Any real property and other
    property held under lease by the Company or any such subsidiary are held
    under valid, subsisting and enforceable leases, with no exceptions except as
    would not, individually or in the aggregate, have a Material Adverse Effect.


                                       6



         (q) The Company and each of its subsidiaries carry or are entitled to
    the benefits of insurance in such amounts as, in the reasonable judgment of
    the Company, are sufficient for the businesses in which they are engaged
    and, except as would not have a Material Adverse Effect, all such insurance
    is in full force and effect.

         (r) Except as disclosed in the Prospectus, there are no pending
    actions, suits, proceedings or investigations against or, to the Company's
    knowledge, affecting the Company, any of its subsidiaries or any of their
    respective properties, assets or operations that would reasonably be
    expected, individually or in the aggregate, to result in a Material Adverse
    Effect, or would reasonably be expected to materially and adversely affect
    the ability of the Company to perform its obligations under this Agreement;
    and, to the Company's knowledge, no such actions, suits or proceedings are
    threatened.

         (s) Except as would not, individually or in the aggregate, have a
    Material Adverse Effect, no labor disturbance by the employees of the
    Company or any of its subsidiaries exists or, to the knowledge of the
    Company, is threatened.

         (t) Except as would not, individually or in the aggregate, have a
    Material Adverse Effect, the Company and each of its subsidiaries have filed
    on a timely basis, or caused to be filed on a timely basis, in each case,
    taking into account extensions, any and all tax returns required to be filed
    by them under applicable law, which returns are complete and correct in all
    material respects. Neither the Company nor any of its subsidiaries is in
    default in the payment of any taxes, except as would not, individually or in
    the aggregate, have a Material Adverse Effect.

         (u) Neither the Company nor any of its Material Subsidiaries is (i) in
    violation of its charter or by-laws, except (in the case of such Material
    Subsidiaries only) as would not have a Material Adverse Effect, or (ii)
    except as would not have a Material Adverse Effect, in default in the
    performance of any obligation, agreement, covenant or condition contained in
    any indenture, loan agreement, mortgage, lease or other agreement or
    instrument to which the Company or any of its subsidiaries is a party or by
    which the Company or any of its subsidiaries or their respective property is
    bound.

         (v) The Company is not an open-end investment company, unit investment
    trust or face-amount certificate company that is or is required to be
    registered under Section 8 of the U.S. Investment Company Act of 1940 (the
    "INVESTMENT COMPANY ACT"), and the Company is not and, as of the Delivery
    Date will not be an "investment company" as defined in the Investment
    Company Act.

         (w) Except as disclosed in the Prospectus, since the date of the latest
    audited financial statements included or incorporated by reference in the
    Prospectus, there has not been a Material Adverse Effect.

         (x) The Company and its subsidiaries make and keep accurate books and
    records and maintain a system of internal accounting controls over financial
    reporting that the Company believes are sufficient to provide reasonable
    assurance that transactions are properly authorized and recorded and
    detailed records are kept which accurately and


                                                                               7



    fairly reflect financial activities, so as to permit the preparation of the
    Company's consolidated financial statements in conformity with accounting
    principles generally accepted in the United States.

         (y) The Company and each of its subsidiaries have established and
    maintain disclosure controls and procedures, such disclosure controls and
    procedures are designed in a manner the Company believes sufficient to
    ensure that the information required to be disclosed by the Company and its
    subsidiaries in the reports they file or submit under the Exchange Act is
    accumulated and communicated to the management of the Company and its
    subsidiaries, including their respective principal executive officers and
    principal financial officers, as appropriate and to the extent required by
    the Rules and Regulations, to allow timely decisions regarding required
    disclosure to be made and such disclosure controls and procedures are
    effective in all material respects to perform the functions for which they
    were established.

         (z) Since the date of the most recent balance sheet of the Company and
    its consolidated subsidiaries reviewed or audited by Ernst & Young LLP and
    the audit committee of the board of directors of the Company, (i) the
    Company has not been advised of (A) any significant deficiencies in the
    design or operation of internal controls that could adversely affect the
    ability of the Company and each of its subsidiaries to record, process,
    summarize and report financial data, or any material weaknesses in internal
    controls and (B) any fraud, whether or not material, that involves
    management or other employees who have a significant role in the internal
    controls of the Company and each of its subsidiaries, and (ii) since that
    date, to the Company's knowledge, there have been no significant changes in
    internal controls or in other factors that could significantly affect
    internal controls, including any corrective actions with regard to
    significant deficiencies and material weaknesses.

         (aa) The Company has not distributed and, prior to the later to occur
    of any Delivery Date and completion of the distribution of the Stock, will
    not distribute any offering material in connection with the offering and
    sale of the Stock other than the Preliminary Prospectus and the Prospectus.

         (bb) The Company has not taken and will not take, directly or
    indirectly, any action designed to or that has constituted or that could
    reasonably be expected to cause or result in the stabilization or
    manipulation of the price of any security of the Company to facilitate the
    sale or resale of the shares of the Stock.

         (cc) The Stock has been approved for listing, subject to official
    notice of issuance, on the New York Stock Exchange.

         (dd) The Company and its subsidiaries possess certificates, authorities
    or permits issued by appropriate governmental agencies or bodies necessary
    to conduct the business now operated by them, except where the failure to
    possess such certificates, authorities or permits would not, individually or
    in the aggregate, have a Material Adverse Effect. Neither the Company nor
    any of its subsidiaries has received any notice of proceedings relating to
    the revocation or modification of any such certificate, authority or permit
    that, if


                                                                               8



    determined adversely to the Company or any of its subsidiaries, would,
    individually or in the aggregate, have a Material Adverse Effect.

         (ee) Except as would not, individually or in the aggregate, have a
    Material Adverse Effect, or except as disclosed in the Prospectus
    (including, without limitation, such disclosure as to the ownership of the
    Calvin Klein brands by the Calvin Klein Trademark Trust): (i) the Company or
    one if its subsidiaries own, or have a valid license to use on reasonable
    terms, patents, patent rights, inventions, copyrights, know-how (including
    trade secrets and other unpatented and/or unpatentable proprietary or
    confidential information, systems or procedures), trademarks, service marks,
    trade names and Internet domain names or other intellectual property
    (collectively, "INTELLECTUAL PROPERTY") necessary for the conduct of the
    business of the Company and its subsidiaries as now conducted; and (ii)
    neither the Company nor any of its subsidiaries (X) to the knowledge of the
    Company, is in violation or infringement of, or has violated or infringed,
    any intellectual property rights of any other person or (Y) has received any
    notice or is otherwise aware of any infringement of or conflict with
    asserted rights of others with respect to any Intellectual Property or of
    any facts or circumstances which would reasonably be expected to render any
    Intellectual Property invalid or inadequate to protect the interest of the
    Company or any of its subsidiaries therein. The Company or one of its
    subsidiaries own the owned Intellectual Property free and clear of any liens
    or encumbrances, except as disclosed in the Prospectus, liens under the
    Company's revolving credit facility, liens under the Company's 7 3/4%
    debentures due 2023 and a lien in favor of Mr. Calvin Klein. As of the date
    of this Agreement there are not, and as of the date of the Closing there
    will not be, any events which are reasonably likely to result in a
    foreclosure on any such liens.

         (ff) Neither the Company nor any of its Material Subsidiaries is in
    violation of any statute, law, rule, regulation, judgment, order or decree
    (including, without limitation environmental laws) applicable to it of any
    court, regulatory body, administrative agency, governmental body, arbitrator
    or other authority having jurisdiction over it, except as would not,
    individually or in the aggregate, have a Material Adverse Effect.

         Any certificate signed by any officer of the Company and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Stock shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to each Underwriter.

         2. Representations, Warranties and Agreements of the Selling
Stockholders. Each Selling Stockholder, severally and not jointly, represents,
warrants and agrees that:

        (a) The Selling Stockholder has placed in custody under a custody
    agreement (the "CUSTODY AGREEMENT" and, together with all other similar
    agreements executed by the other Selling Stockholders, the "CUSTODY
    AGREEMENTS") with The Bank of New York, as custodian (the "CUSTODIAN"), for
    delivery under this Agreement, certificates of Series B convertible
    preferred stock in negotiable form (with signature notarized or guaranteed
    by a participant in the Securities Transfer Agents Medallion Program, the
    New York Stock Exchange Medallion Signature Program or the Stock Exchange


                                                                               9



    Medallion Program) representing the shares of Series B convertible preferred
    stock to be converted into Stock to be sold by the Selling Stockholder
    hereunder.

         (b) The Selling Stockholder has, and immediately prior to the
    applicable Delivery Date the Selling Stockholder will have, good and valid
    title to, or a valid "security entitlement" within the meaning of Section
    8-501 of the New York Uniform Commercial Code (the "UCC") in respect of, the
    shares of Series B convertible preferred stock to be converted into Stock to
    be sold by the Selling Stockholder hereunder, free and clear of all liens,
    encumbrances, equities or claims, except for any liens, encumbrances,
    equities or claims arising hereunder or under the Custody Agreement;

         (c) Upon payment for the Stock to be sold by such Selling Stockholder,
    delivery of such Stock, as directed by the Underwriters, to Cede & Co.
    ("CEDE") or such other nominee as may be designated by The Depository Trust
    Company ("DTC"), registration of such Stock in the name of Cede or such
    other nominee and the crediting of such Stock on the books of DTC to
    securities accounts of the Underwriters (assuming that neither DTC nor any
    such Underwriter has notice of any adverse claim (within the meaning of
    Section 8-105 of the UCC to such Stock), (i) DTC shall be a "protected
    purchaser" of such Stock within the meaning of Section 8-303 of the UCC,
    (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid
    security entitlement in respect of such Stock and (iii) no action based on
    any "adverse claim", within the meaning of Section 8-102 of the UCC, to such
    Stock may be asserted against the Underwriters with respect to such security
    entitlement. For purposes of this representation, such Selling Stockholder
    may assume that when such payment, delivery and crediting occur, (A) such
    Stock will have been registered in the name of Cede or another nominee
    designated by DTC, in each case on the Company's share registry in
    accordance with its certificate of incorporation, bylaws and applicable law,
    (B) DTC will be registered as a "clearing corporation" within the meaning of
    Section 8-102 of the UCC and (C) appropriate entries to the accounts of the
    several Underwriters on the records of DTC will have been made pursuant to
    the UCC.

         (d) The Selling Stockholder has duly and irrevocably executed and
    delivered a power of attorney (the "POWER OF ATTORNEY" and, together with
    all other similar agreements executed by the other Selling Stockholders, the
    "POWERS OF ATTORNEY") appointing the Custodian and Messrs. Gregory M. Case,
    John F. Megrue and Christopher K. Reilly as attorneys-in-fact, with full
    power of substitution, and with full authority (exercisable by any one or
    more of them) to execute and deliver this Agreement and to take such other
    action as may be necessary or desirable to carry out the provisions hereof
    on behalf of the Selling Stockholder.

         (e) The Selling Stockholder has full right, power and authority,
    corporate or otherwise, to enter into this Agreement, the Power of Attorney
    and the Custody Agreement. The execution, delivery and performance of this
    Agreement, the Power of Attorney and the Custody Agreement by the Selling
    Stockholder and the consummation by the Selling Stockholder of the
    transactions contemplated hereby and thereby do not and will not (i)
    conflict with or result in a breach or violation of any of the terms or
    provisions of, or constitute a default under, any indenture, mortgage, deed
    of trust, loan


                                                                              10



    agreement, license or other agreement or instrument to which the Selling
    Stockholder is a party or by which the Selling Stockholder is bound or to
    which any of the property or assets of the Selling Stockholder is subject,
    (ii) result in any violation of the provisions of the charter or by-laws (or
    similar organizational documents) of the Selling Stockholder or (iii) result
    in any violation of any statute or any order, rule or regulation of any
    court or governmental agency or body having jurisdiction over the Selling
    Stockholder or the property or assets of the Selling Stockholder, except in
    the case of clauses (i) and (iii) for such conflicts, breaches, violations
    or defaults as would not, individually or in the aggregate, reasonably be
    expected to have a material adverse effect on the ability of such Selling
    Stockholder to consummate the transactions contemplated by this Agreement.

         (f) Except for such consents, approvals, authorizations, orders,
    filings, registrations or qualifications as may be required under the
    Securities Act, the rules and regulations of the New York Stock Exchange or
    applicable state securities laws in connection with the purchase and sale of
    the Stock by the Underwriters, no consent, approval, authorization or order
    of, or filing or registration with, any court or governmental agency or body
    having jurisdiction over the Selling Stockholder or the property or assets
    of the Selling Stockholder is required for the execution, delivery and
    performance of this Agreement, the Power of Attorney or the Custody
    Agreement by the Selling Stockholder and the consummation by the Selling
    Stockholder of the transactions contemplated hereby and thereby.

         (g) This Agreement has been duly and validly authorized, executed and
    delivered by or on behalf of the Selling Stockholder.

         (h) The Power of Attorney and the Custody Agreement have been duly and
    validly authorized, executed and delivered by or on behalf of the Selling
    Stockholder and constitute valid and legally binding obligations of the
    Selling Stockholder enforceable against the Selling Stockholder in
    accordance with their terms, subject to (i) the effects of bankruptcy,
    insolvency, fraudulent conveyance, reorganization, moratorium and other
    similar laws relating to or affecting creditors' rights generally, (ii)
    general equitable principles (whether considered in a proceeding in equity
    or at law) and (iii) an implied covenant of good faith and fair dealing.

         (i) The Selling Stockholder has not taken and will not take, directly
    or indirectly, any action that is designed to or which has constituted or
    which could reasonably be expected to cause or result in the stabilization
    or manipulation of the price of any security of the Company to facilitate
    the sale or resale of the shares of the Stock.

         (j) Except as disclosed in the Prospectus, there are no contracts,
    agreements or understandings between the Selling Stockholder and any person
    that would give rise to a valid claim against the Selling Stockholder or any
    Underwriter for a brokerage commission, finder's fee or other like payment
    in connection with the issuance and sale of the Stock contemplated by this
    Agreement.

         (k) The Selling Stockholder has not distributed and, prior to the later
    to occur of any Delivery Date and completion of the distribution of the
    Stock, will not distribute


                                                                              11



    any offering material in connection with the offering and sale of the Stock
    other than the Preliminary Prospectus and the Prospectus.

         (l) The Selling Stockholder is not aware of any material information
    concerning the Company that is not set forth in the Registration Statement
    and the Prospectus and which has prompted such Selling Stockholder to sell
    shares of the Stock.

         (m) The Registration Statement, at the Effective Time and on the
    applicable Delivery Date, and the Prospectus, as of its date and on the
    applicable Delivery Date, do not and will not contain an untrue statement of
    a material fact with respect to such Selling Stockholder or omit to state a
    material fact with respect to such Selling Stockholder required to be stated
    therein or necessary to make the statements therein (in the case of the
    Prospectus, in the light of the circumstances under which they were made)
    not misleading, which untrue statement or omission was made in reliance upon
    and in conformity with written information furnished to the Company by or on
    behalf of the Selling Stockholder specifically for inclusion therein.

         Any certificate signed by any officer of any Selling Stockholder and
delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Stock shall be deemed a representation and warranty by
such Selling Stockholder, as to matters covered thereby, to each Underwriter.

         3. Purchase of the Stock by the Underwriters. On the basis of the
representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, each Firm Selling Stockholder hereby agrees to
sell the number of shares of the Firm Stock set forth opposite its name in
Schedule 2-A hereto, severally and not jointly, to the several Underwriters, and
each of the Underwriters, severally and not jointly, agrees to purchase the
number of shares of the Firm Stock set forth opposite that Underwriter's name in
Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each
Firm Selling Stockholder, that number of shares of the Firm Stock that
represents the same proportion of the number of shares of the Firm Stock to be
sold by each Firm Selling Stockholder as the number of shares of the Firm Stock
set forth opposite the name of such Underwriter in Schedule 1 represents of the
total number of shares of the Firm Stock to be purchased by all of the
Underwriters pursuant to this Agreement. The respective purchase obligations of
the Underwriters with respect to the Firm Stock shall be rounded among the
Underwriters to avoid fractional shares, as the Representatives may determine.

         In addition, each Option Selling Stockholder grants to the Underwriters
an option to purchase up to the number of shares of Option Stock set forth
opposite such Option Selling Stockholder's name in Schedule 2-B hereto,
severally and not jointly. Such option is granted in the event that the
Underwriters sell more than the number of shares of Firm Stock and is
exercisable as provided in Section 5 hereof. Any such election to purchase
Option Stock shall be made in proportion to the maximum number of shares of
Option Stock to be sold by each Option Selling Stockholder as set forth in
Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to
purchase the number of shares of Option Stock (subject to such adjustments to
eliminate fractional shares as the Representatives may determine) that bears the
same proportion to the total number of shares of Option Stock to be sold on such
Delivery Date as the number of


                                                                              12



shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such
Underwriter bears to the total number of shares of Firm Stock.

         The price of both the Firm Stock and any Option Stock purchased by the
Underwriters shall be $31.276 per share.

         The Selling Stockholders shall not be obligated to deliver any of the
Firm Stock or Option Stock, as the case may be, to be delivered on the
applicable Delivery Date, except upon payment for all such Stock to be purchased
on such Delivery Date as provided herein.

         4. Offering of Stock by the Underwriters. Upon authorization by the
Representatives of the release of the Firm Stock, the several Underwriters
propose to offer the Firm Stock for sale upon the terms and conditions set forth
in the Prospectus.

         5. Delivery of and Payment for the Stock. Delivery of and payment for
the Firm Stock shall be made at the offices of Dewey Ballantine LLP, 1301 Avenue
of the Americas, New York, NY 10019 at 10:00 A.M., New York City time, on the
fourth full business day following the date of this Agreement or at such other
date or place as shall be determined by agreement between the Representatives
and the Company. This date and time are sometimes referred to as the "Initial
Delivery Date." Delivery of the Firm Stock shall be made to the Representatives
for the account of each Underwriter against payment by the several Underwriters
through the Representatives of the respective aggregate purchase prices of the
Firm Stock being sold by the Firm Selling Stockholders to or upon the order of
the Firm Selling Stockholders by wire transfer in immediately available funds to
the accounts specified by the Firm Selling Stockholders. Time shall be of the
essence, and delivery at the time specified pursuant to this Agreement is a
further condition of the obligation of each Underwriter hereunder. Delivery of
the Firm Stock shall be made through the facilities of The Depository Trust
Company unless the Representatives shall otherwise instruct.

         The option granted in Section 3 will expire 30 days after the date of
this Agreement and may be exercised in whole or from time to time in part by
written notice being given to the Company and the Option Selling Stockholders by
the Representatives; provided that if such date falls on a day that is not a
business day, the option granted in Section 3 will expire on the next succeeding
business day. Such notice shall set forth the aggregate number of shares of
Option Stock as to which the option is being exercised, the names in which the
shares of Option Stock are to be registered, the denominations in which the
shares of Option Stock are to be issued and the date and time, as determined by
the Representatives, when the shares of Option Stock are to be delivered;
provided, however, that this date and time shall not be earlier than the Initial
Delivery Date nor earlier than the second business day after the date on which
the option shall have been exercised nor later than the fifth business day after
the date on which the option shall have been exercised. The date and time the
shares of Option Stock are delivered are sometimes referred to as an "OPTION
STOCK DELIVERY DATE," and the Initial Delivery Date and any Option Stock
Delivery Date are sometimes each referred to as a "DELIVERY DATE."

         Delivery of and payment for the Option Stock shall be made at the place
specified in the first sentence of the first paragraph of this Section 5 (or at
such other place as shall be determined by agreement between the Representatives
and the Company) at 10:00 A.M., New


                                                                              13

York City time, on such Option Stock Delivery Date. Delivery of the Option Stock
shall be made to the Representatives for the account of each Underwriter against
payment by the several Underwriters through the Representatives of the
respective aggregate purchase prices of the Option Stock being sold by the
Option Selling Stockholders to or upon the order of the Option Selling
Stockholders by wire transfer in immediately available funds to the accounts
specified by the Option Selling Stockholders. Time shall be of the essence, and
delivery at the time specified pursuant to this Agreement is a further condition
of the obligation of each Underwriter hereunder. Delivery of the Firm Stock
shall be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

         6. Further Agreements of the Company. The Company agrees:

         (a) To prepare the Prospectus in a form approved by the Representatives
    and to file such Prospectus pursuant to Rule 424(b) under the Securities Act
    not later than Commission's close of business on the second business day
    following the execution and delivery of this Agreement; to make no further
    amendment or any supplement to the Registration Statement or to the
    Prospectus prior to the last Delivery Date except as permitted herein; to
    advise the Representatives, promptly after it receives notice thereof, of
    the time when any amendment to the Registration Statement has been filed or
    becomes effective or any supplement to the Prospectus or any amended
    Prospectus has been filed and to furnish the Representatives with copies
    thereof; to file promptly all reports and any definitive proxy or
    information statements required to be filed by the Company with the
    Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
    subsequent to the date of the Prospectus and for so long as the delivery of
    a prospectus is required in connection with the offering or sale of the
    Stock; to advise the Representatives, promptly after it receives notice
    thereof, of the issuance by the Commission of any stop order or of any order
    preventing or suspending the use of any Preliminary Prospectus or the
    Prospectus, of the suspension of the qualification of the Stock for offering
    or sale in any jurisdiction, of the initiation or threatening of any
    proceeding for any such purpose, or of any request by the Commission for the
    amending or supplementing of the Registration Statement or the Prospectus or
    for additional information; and, in the event of the issuance of any stop
    order or of any order preventing or suspending the use of any Preliminary
    Prospectus or the Prospectus or suspending any such qualification, to use
    promptly reasonable best efforts to obtain its withdrawal;

        (b) To deliver promptly to the Representatives such number of the
    following documents as the Representatives shall reasonably request: (i)
    conformed copies of the Registration Statement as originally filed with the
    Commission and each amendment thereto (in each case excluding exhibits other
    than this Agreement and the computation of per share earnings), (ii) each
    Preliminary Prospectus, the Prospectus and any amended or supplemented
    Prospectus and (iii) any document incorporated by reference in the
    Prospectus (excluding exhibits thereto); and, if the delivery of a
    prospectus is required at any time in connection with the offering or sale
    of the Stock and if at such time any events shall have occurred as a result
    of which the Prospectus as then amended or supplemented would include an
    untrue statement of a material fact or omit to state any material fact
    necessary in order to make the statements therein, in the light of the
    circumstances under which they were made when such Prospectus is delivered,
    not


                                                                              14



    misleading, or, if for any other reason it shall be necessary to amend or
    supplement the Prospectus or to file under the Exchange Act any document
    incorporated by reference in the Prospectus in order to comply with the
    Securities Act or the Exchange Act, to notify the Representatives and
    counsel for the Underwriters upon their reasonable request to file such
    document and to prepare and furnish without charge to each Underwriter and
    to any dealer in securities as many copies as the Representatives may from
    time to time reasonably request of an amended or supplemented Prospectus
    that will correct such statement or omission or effect such compliance;

         (c) With respect to the Stock or in connection with the transactions
    contemplated hereby, to file promptly with the Commission any amendment to
    the Registration Statement or the Prospectus or any supplement to the
    Prospectus that may, in the judgment of the Company or the Representatives,
    be required by the Securities Act or requested by the Commission;

         (d) Prior to filing with the Commission any amendment to the
    Registration Statement or supplement to the Prospectus or any Prospectus
    pursuant to Rule 424(b) of the Rules and Regulations, to furnish a copy
    thereof to the Representatives and counsel for the Underwriters and obtain
    the consent (not to be unreasonably withheld or delayed) of the
    Representatives to the filing;

         (e) As soon as practicable, to make generally available to the
    Company's security holders and to deliver to the Representatives an earnings
    statement of the Company and its subsidiaries (which need not be audited)
    complying with Section 11(a) of the Securities Act and the Rules and
    Regulations (including, at the option of the Company, as permitted by Rule
    158);

         (f) Promptly from time to time to take such action as the
    Representatives may reasonably request to qualify the Stock for offering and
    sale under the securities laws of such jurisdictions as the Representatives
    may request and to comply with such laws so as to permit the continuance of
    sales and dealings therein in such jurisdictions for as long as may be
    necessary to complete the distribution of the Stock; provided that in
    connection therewith the Company shall not be required to (i) qualify as a
    foreign corporation in any jurisdiction in which it would not otherwise be
    required to so qualify or (ii) file a general consent to service of process
    in any such jurisdiction;

         (g) For a period of 90 days from the date of the Prospectus (the
    "LOCK-UP PERIOD"), not to, directly or indirectly, (1) offer for sale, sell,
    pledge or otherwise dispose of (or enter into any transaction or device that
    is designed to, or could be expected to, result in the disposition by any
    person at any time in the future of) any shares of Common Stock or
    securities convertible into or exchangeable for Common Stock (other than
    shares issued pursuant to employee benefit plans, qualified stock option
    plans or other employee compensation plans existing on the date hereof or
    pursuant to currently outstanding options, warrants or rights or other
    securities convertible into or exchangeable for Common Stock), or sell or
    grant options, rights or warrants with respect to any shares of Common Stock
    or securities convertible into or exchangeable for Common Stock (other than
    the grant of options pursuant to option plans and associated rights under
    the


                                                                              15



    Company's preferred stock rights agreement, each existing on the date
    hereof), (2) enter into any swap or other derivatives transaction that
    transfers to another, in whole or in part, any of the economic benefits or
    risks of ownership of such shares of Common Stock, whether any such
    transaction described in clause (1) or (2) above is to be settled by
    delivery of Common Stock or other securities, in cash or otherwise, (3) file
    or cause to be filed a registration statement with respect to any shares of
    Common Stock or securities convertible, exercisable or exchangeable into
    Common Stock or any other securities of the Company or (4) publicly disclose
    the intention to do any of the foregoing, in each case without the prior
    written consent of Lehman Brothers Inc. and Credit Suisse First Boston LLC,
    on behalf of the Underwriters, and to use reasonable best efforts to cause
    each person set forth on Schedule 4 hereto to furnish to the
    Representatives, prior to the Initial Delivery Date, a letter or letters,
    substantially in the form of Exhibit A hereto (the "LOCK-UP AGREEMENTS");

         7. Further Agreements of the Selling Stockholders. Each Selling
Stockholder agrees:

         (a) During the Lock-Up Period, not to, directly or indirectly, (1)
    offer for sale, sell, pledge or otherwise dispose of (or enter into any
    transaction or device that is designed to, or could be expected to, result
    in the disposition by any person at any time in the future of) any shares of
    Common Stock or securities convertible into or exchangeable for Common Stock
    (other than the Stock), (2) enter into any swap or other derivatives
    transaction that transfers to another, in whole or in part, any of the
    economic benefits or risks of ownership of such shares of Common Stock,
    whether any such transaction described in clause (1) or (2) above is to be
    settled by delivery of Common Stock or other securities, in cash or
    otherwise, (3) cause to be filed a registration statement with respect to
    any shares of Common Stock or securities convertible, exercisable or
    exchangeable into Common Stock or any other securities of the Company or (4)
    publicly disclose the intention to do any of the foregoing, in each case
    without the prior written consent of Lehman Brothers Inc. and Credit Suisse
    First Boston LLC, on behalf of the Underwriters.

         (b) That the Stock to be sold by the Selling Stockholder hereunder,
    which is represented by the certificates held in custody for the Selling
    Stockholder, is subject to the interest of the Underwriters and the other
    Selling Stockholders thereunder, that the arrangements made by the Selling
    Stockholder for such custody are to that extent irrevocable, and that the
    obligations of the Selling Stockholder hereunder shall not be terminated by
    any act of the Selling Stockholder, by operation of law or the occurrence of
    any other event.

         (c) To deliver to the Representatives prior to the Initial Delivery
    Date a properly completed and executed United States Treasury Department
    Form W-8 (if the Selling Stockholder is a non-United States person and does
    not have a qualified intermediary) or Form W-9 (if the Selling Stockholder
    or its nominee or general partner which is a qualified intermediary is a
    United States person).

         8. Expenses. The Company agrees to pay all costs, expenses, fees and
stock transfer taxes incident to and in connection with (a) the authorization,
issuance, sale and delivery


                                                                              16



of the Stock (other than taxes that are the responsibility of the Selling
Stockholders; (b) the preparation, printing and filing under the Securities Act
of the Registration Statement and any amendments and exhibits thereto, any
Preliminary Prospectus, the Prospectus and any amendment or supplement to the
Prospectus; (c) the distribution of the Registration Statement as originally
filed and each amendment thereto and any post-effective amendments thereof
(including, in each case, exhibits), any Preliminary Prospectus, the Prospectus
and any amendment or supplement to the Prospectus or any document incorporated
by reference therein, all as provided in this Agreement; (d) the production and
distribution of this Agreement and any other related documents in connection
with the offering, purchase, sale and delivery of the Stock; (e) the delivery
and distribution of the Custody Agreements and the Powers of Attorney and the
reasonable fees and expenses of the Custodian (and any other attorney-in-fact);
(f) the listing of the Stock on the New York Stock Exchange; (g) the
qualification of the Stock under the securities laws of the several
jurisdictions as provided in Section 6(g) and the preparation, printing and
distribution of a Blue Sky Memorandum (including related reasonable fees and
expenses of counsel to the Underwriters); (h) the investor presentations on any
"road show" undertaken in connection with the marketing of the Stock, including,
without limitation, travel and lodging expenses of the representatives and
officers of the Company and the cost of any aircraft chartered in connection
with the road show; provided that aircraft expenses shall be shared by the
Company, Lehman Brothers Inc. and Credit Suisse First Boston LLC; (i) all other
costs and expenses incident to the performance of the obligations of the Company
under this Agreement; provided that, except as provided in this Section 8 and in
Section 13, the Underwriters shall pay their own costs and expenses, including
the costs and expenses of their counsel, any transfer taxes on the Stock which
they may sell and the expenses of advertising any offering of the Stock made by
the Underwriters. For the avoidance of doubt, (i) any and all underwriting
discounts, selling commissions and similar fees of the Underwriters shall be
paid by the Selling Stockholders and not by the Company and (ii) certain other
expenses of the Selling Stockholder shall be reimbursed by the Company pursuant
to that certain Registration Rights Agreement, dated as of February 12, 2003, by
and among the parties thereto (including the Company and the Selling
Stockholders) (the "REGISTRATION RIGHTS AGREEMENT.")

         9. Conditions of Underwriters' Obligations. The respective obligations
of the Underwriters hereunder are subject to the accuracy, when made and on each
Delivery Date, of the representations and warranties of the Company and the
Selling Stockholders contained herein, or the accuracy in all material respects
where such representations and warranties are not qualified by materiality or
Material Adverse Effect, to the performance by the Company and the Selling
Stockholders of their respective obligations hereunder, and to each of the
following additional terms and conditions:

        (a) The Prospectus shall have been timely filed with the Commission in
    accordance with Section 6(a); no stop order suspending the effectiveness of
    the Registration Statement or preventing or suspending the use of the
    Prospectus shall have been issued and no proceeding for such purpose shall
    have been initiated or threatened by the Commission; and any request of the
    Commission for inclusion of additional information in the Registration
    Statement or the Prospectus or otherwise shall have been complied with or
    otherwise resolved.


                                       17



        (b) No Underwriter shall have discovered or disclosed to the Company on
    or prior to such Delivery Date that the Registration Statement or the
    Prospectus or any amendment or supplement thereto contains an untrue
    statement of a fact which, in the reasonable opinion of Dewey Ballantine
    LLP, counsel for the Underwriters, is material or omits to state a fact
    which, in the reasonable opinion of such counsel, is material and is
    required to be stated therein or is necessary to make the statements therein
    not misleading.

        (c) All corporate proceedings and other legal matters incident to the
    authorization, form and validity of this Agreement, the Custody Agreements,
    the Powers of Attorney, the Stock, the Registration Statement and the
    Prospectus, and all other legal matters relating to this Agreement and the
    transactions contemplated hereby shall be reasonably satisfactory in all
    material respects to counsel for the Underwriters, and the Company and the
    Selling Stockholders shall have furnished to such counsel all documents and
    information that they may reasonably request to enable them to pass upon
    such matters.

        (d) Wachtell, Lipton, Rosen & Katz shall have furnished to the
    Representatives its written opinion, as counsel to the Company, addressed to
    the Underwriters and dated such Delivery Date, in form and substance
    reasonably satisfactory to the Representatives, substantially in the form
    attached hereto as Exhibit B-1.

        (e) Mark D. Fischer, Esq., General Counsel of the Company, shall have
    furnished to the Representatives his written opinion addressed to the
    Underwriters and dated such Delivery Date, in form and substance reasonably
    satisfactory to the Representatives, substantially in the form attached
    hereto as Exhibit B-2

        (f) (i) Dechert LLP shall have furnished to the Representatives its
    written opinion, as counsel to certain of the Selling Stockholders,
    addressed to the Underwriters and dated such Delivery Date, in form and
    substance reasonably satisfactory to the Representatives, substantially in
    the form attached hereto as Exhibit B-3; (ii) SJ Berwin shall have furnished
    to the Representatives its written opinion, as counsel to certain of the
    Selling Stockholders, addressed to the Underwriters and dated such Delivery
    Date, in form and substance reasonably satisfactory to the Representatives,
    substantially in the form attached hereto as Exhibit B-4, and (iii)
    NautaDutilh N.V. shall have furnished to the Representatives its written
    opinion, as counsel to certain of the Selling Stockholders, addressed to the
    Underwriters and dated such Delivery Date, in form and substance reasonably
    satisfactory to the Representatives, substantially in the form attached
    hereto as Exhibit B-5.

        (g) The Representatives shall have received from Dewey Ballantine LLP,
    counsel for the Underwriters, such opinion or opinions, dated such Delivery
    Date, with respect to the issuance and sale of the Stock, the Registration
    Statement, the Prospectus and other related matters as the Representatives
    may reasonably require, and the Company shall have furnished to such counsel
    such documents as they reasonably request for the purpose of enabling them
    to pass upon such matters.


                                                                              18


        (h) At the time of execution of this Agreement, the Representatives
    shall have received, from Ernst & Young LLP, a letter, in form and substance
    satisfactory to the Representatives, addressed to the Underwriters and dated
    the date hereof (i) confirming that they are independent public accountants
    within the meaning of the Securities Act and are in compliance with the
    applicable requirements relating to the qualification of accountants under
    Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date
    hereof (or, with respect to matters involving changes or developments since
    the respective dates as of which specified financial information is given in
    the Prospectus, as of a date not more than three days prior to the date
    hereof), the conclusions and findings of such firm with respect to the
    financial information and other matters ordinarily covered by accountants'
    "comfort letters" to underwriters in connection with registered public
    offerings.

        (i) With respect to the letter of Ernst & Young LLP referred to in the
    preceding paragraph and delivered to the Representatives concurrently with
    the execution of this Agreement (the "INITIAL LETTER"), the Company shall
    have furnished to the Representatives a letter (the "BRING-DOWN LETTER") of
    such accountants, addressed to the Underwriters and dated such Delivery Date
    (i) confirming that they are independent public accountants within the
    meaning of the Securities Act and are in compliance with the applicable
    requirements relating to the qualification of accountants under Rule 2-01 of
    Regulation S-X of the Commission, (ii) stating, as of the date of the
    bring-down letter (or, with respect to matters involving changes or
    developments since the respective dates as of which specified financial
    information is given in the Prospectus, as of a date not more than three
    days prior to the date of the bring-down letter), the conclusions and
    findings of such firm with respect to the financial information and other
    matters covered by the initial letter and (iii) confirming in all material
    respects the conclusions and findings set forth in the initial letter.

        (j) The Company shall have furnished to the Representatives a
    certificate, dated such Delivery Date, of its Chief Executive Officer or
    President and a Vice-President or its Executive Vice President, Finance
    stating that, to their knowledge after reasonable investigation:

            (i) The representations and warranties of the Company in Section 1
        are true and correct on and as of such Delivery Date, or true and
        correct in all material respects where such representations and
        warranties are not qualified by materiality or Material Adverse Effect,
        and the Company has complied in all material respects with all its
        agreements contained herein and satisfied all the conditions on its part
        to be performed or satisfied hereunder at or prior to such Delivery
        Date; and

            (ii) No stop order suspending the effectiveness of the Registration
        Statement has been issued, and no proceedings for that purpose have been
        instituted or, to the knowledge of such officers, threatened;

            (iii) They have carefully examined the Registration Statement and
        the Prospectus and, in their opinion, (A) the Registration Statement, as
        of the


                                                                              19



        Effective Time and as of such Delivery Date, and the Prospectus, as of
        its date and as of such Delivery Date, did not and do not contain any
        untrue statement of a material fact and did not and do not omit to state
        a material fact required to be stated therein or necessary to make the
        statements therein (in the case of the Prospectus, in the light of the
        circumstances under which they were made) not misleading, and (B) since
        the Effective Time, no event has occurred that is required to be set
        forth in a supplement or amendment to the Registration Statement or the
        Prospectus that has not been so set forth.

        (k) Each Selling Stockholder (or the Custodian or one or more
    attorneys-in-fact on behalf of the Selling Stockholders) shall have
    furnished to the Representatives on such Delivery Date a certificate, dated
    such Delivery Date, signed by, or on behalf of, the Selling Stockholder (or
    the Custodian or one or more attorneys-in-fact) stating that the
    representations and warranties of the Selling Stockholder contained herein
    are true and correct on and as of such Delivery Date, or true and correct in
    all material respects where such representations and warranties are not
    qualified by materiality or Material Adverse Effect, and that the Selling
    Stockholder has complied in all material respects with all its agreements
    contained herein and has satisfied all the conditions on its part to be
    performed or satisfied hereunder at or prior to such Delivery Date.

        (l) (i) neither the Company nor any of its Material Subsidiaries shall
    have sustained, since the date of the latest audited financial statements
    included or incorporated by reference in the Prospectus, any loss or
    interference with its business from fire, explosion, flood or other
    calamity, whether or not covered by insurance, or from any labor dispute or
    court or governmental action, order or decree or (ii) except for the grant
    of options or issuance of shares of Common Stock pursuant to its existing
    stock incentive plans, and borrowings and letters of credit issued under the
    Company's existing revolving credit facility, since such date there shall
    not have been any change in the capital stock or long-term debt of the
    Company or any of its Material Subsidiaries or any change, or any
    development involving a prospective change, in or affecting the financial
    condition, business, properties or results of operations of the Company and
    its subsidiaries taken as a whole, the effect of which, in any such case
    described in clause (i) or (ii), is, in the reasonable judgment of Lehman
    Brothers Inc. and Credit Suisse First Boston LLC, so material and adverse as
    to make it impracticable or inadvisable to proceed with the public offering
    or the delivery of the Stock being delivered on such Delivery Date on the
    terms and in the manner contemplated in the Prospectus.

        (m) Subsequent to the execution and delivery of this Agreement there
    shall not have occurred any of the following: (i) trading in securities
    generally on the New York Stock Exchange or the American Stock Exchange or
    in the over-the-counter market, or trading in any securities of the Company
    on any exchange or in the over-the-counter market, shall have been suspended
    or materially limited or the settlement of such trading generally shall have
    been materially disrupted or minimum prices shall have been established on
    any such exchange or such market by the Commission, by such exchange or by
    any other regulatory body or governmental authority having jurisdiction,
    (ii) a banking moratorium shall have been declared by federal or state
    authorities and (iii) the United States shall have become engaged in
    hostilities (except for existing hostilities in


                                                                              20



    Iraq and Afghanistan), there shall have been an escalation in existing
    hostilities involving the United States or there shall have been a
    declaration of a national emergency or war by the United States, or there
    shall have occurred such a material adverse change in general economic,
    political or financial conditions, including, without limitation, as a
    result of terrorist activities after the date hereof (or the effect of
    international conditions on the financial markets in the United States shall
    be such), as to make it, in the judgment of Lehman Brothers Inc. and Credit
    Suisse First Boston LLC, impracticable or inadvisable to proceed with the
    public offering or delivery of the Stock being delivered on such Delivery
    Date on the terms and in the manner contemplated in the Prospectus.

        (n) The New York Stock Exchange shall have approved the Stock for
    listing, subject only to official notice of issuance.

        (o) The Lock-Up Agreements between the Representatives and the executive
    officers of the Company set forth on Schedule 4, delivered to the
    Representatives on or before the date of this Agreement, shall be in full
    force and effect on such Delivery Date.

        (p) Subsequent to the execution and delivery of this Agreement (i) no
    downgrading shall have occurred in the rating accorded the Company's debt
    securities or preferred stock by any "nationally recognized statistical
    rating organization," as that term is defined by the Commission for purposes
    of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization
    shall have publicly announced that it has under surveillance or review, with
    possible negative implications, its rating of any of the Company's debt
    securities or preferred stock.

         All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters.

         10. Indemnification and Contribution.

        (a) The Company shall indemnify and hold harmless each Underwriter, its
    directors, members, managers, partners, trustees, officers and employees,
    affiliates and each person, if any, who controls any Underwriter within the
    meaning of Section 15 of the Securities Act (each a "UNDERWRITER INDEMNIFIED
    Party"), from and against any loss, claim, damage or liability, joint or
    several, or any action in respect thereof (including, but not limited to,
    any loss, claim, damage, liability or action relating to purchases and sales
    of Stock) to which such Underwriter Indemnified Party may become subject,
    under the Securities Act or otherwise, insofar as such loss, claim, damage,
    liability or action arises out of, or is based upon, (i) any untrue
    statement or alleged untrue statement of a material fact contained in any
    Preliminary Prospectus, the Registration Statement or the Prospectus,
    including any amendment or supplement thereto or (ii) the omission or
    alleged omission to state in any Preliminary Prospectus, the Registration
    Statement or the Prospectus, or in any amendment or supplement thereto, any
    material fact required to be stated therein or necessary to make the
    statements therein (in the case of the Preliminary Prospectus and the
    Prospectus, in the light of the circumstances under which they were made)
    not misleading and shall reimburse each


                                                                              21



    Underwriter Indemnified Party promptly upon demand, but in no event later
    than 30 days following such demand, for any reasonable legal or other
    expenses incurred by that Underwriter Indemnified Party in connection with
    investigating or defending or preparing to defend against any such loss,
    claim, damage, liability or action as such expenses are incurred; provided,
    however, that upon a final determination by a court of competent
    jurisdiction that any Underwriter Indemnified Party was not entitled to
    payment of such expenses by the Company pursuant to this subsection (a),
    such Underwriter Indemnified Party shall reimburse such payment to the
    Company; provided further, however, that the Company shall not be liable in
    any such case to the extent that any such loss, claim, damage, liability or
    action arises out of, or is based upon, any untrue statement or alleged
    untrue statement or omission or alleged omission made in any Preliminary
    Prospectus, the Registration Statement or the Prospectus, or in any such
    amendment or supplement, in reliance upon and in conformity with written
    information furnished to the Company through the Representatives by or on
    behalf of any Underwriter specifically for inclusion therein, which
    information consists solely of the information specified in Section 10(f).
    Notwithstanding the foregoing, the indemnity agreement contained in this
    subsection (a) with respect to any Preliminary Prospectus or Prospectus
    shall not inure to the benefit of any Underwriter (or any person controlling
    such Underwriter) who its shall be established failed to deliver the
    Prospectus to the person asserting any losses, claims, damages, liabilities
    and judgments caused by any untrue statement or alleged untrue statement of
    a material fact or omission or alleged omission to state a material fact
    required to be stated in such Preliminary Prospectus or Prospectus or
    necessary to make the statements in such Preliminary Prospectus or
    Prospectus in light of the circumstances in which they were made not
    misleading, if (x) the Company shall have made available copies of the
    Prospectus to the several Underwriters in the requisite quantity and
    sufficiently in advance of the appropriate Delivery Date to permit proper
    delivery of the Prospectus to such person on or prior to the appropriate
    Delivery Date; (y) such misstatement or omission or alleged misstatement or
    omission was cured in the Prospectus and the Prospectus was required by law
    to be delivered to such person at or prior to the written confirmation of
    the sale of Stock to such person and (z) the timely delivery of the
    Prospectus to such person would have constituted a complete defense to the
    losses, claims, damages, liabilities and judgments asserted by such person.
    The foregoing indemnity agreement is in addition to any liability which the
    Company may otherwise have to any Underwriter Indemnified Party except that,
    with respect solely to the matters covered by this Agreement, the foregoing
    indemnity supersedes any prior indemnity agreement or arrangement pursuant
    to which the Company may otherwise have liability to any Underwriter
    Indemnified Party.

        (b) Each Selling Stockholder severally and not jointly, in proportion to
    the number of shares of Stock to be sold by each of them hereunder, shall
    indemnify and hold harmless each Underwriter Indemnified Party from and
    against any loss, claim, damage or liability, joint or several, or any
    actions in respect thereof (including, but not limited to, any loss, claim,
    damage, liability or action relating to purchases and sales of Stock), to
    which that Underwriter Indemnified Person may become subject, under the
    Securities Act or otherwise, insofar as such loss, claim, damage, liability
    or action arises out of, or is based upon, (i) any untrue statement or
    alleged untrue statement of a material fact contained in any Preliminary
    Prospectus, the Registration Statement or the


                                                                              22


    Prospectus including any amendment or supplement thereto, or (ii) the
    omission or alleged omission to state in any Preliminary Prospectus, the
    Registration Statement or the Prospectus, or in any amendment or supplement
    thereto, any material fact required to be stated therein or necessary to
    make the statements therein (in the case of the Preliminary Prospectus and
    Prospectus, in the light of the circumstances under which they were made)
    not misleading, or (iii) any breach of any representation or warranty of the
    Selling Stockholders in this Agreement (other than section 2(c)); provided,
    however, that, with respect to the indemnities provided in and reimbursement
    obligations in connection with clauses (i) and (ii) above, a Selling
    Stockholder shall be liable only with respect to written information
    furnished to the Company by or on behalf of such Selling Stockholder
    specifically for inclusion in the Registration Statement, Preliminary
    Prospectus or Prospectus, and shall reimburse each Underwriter Indemnified
    Party promptly upon demand, but in no event later than 30 days following
    such demand, for any legal or other expenses reasonably incurred by that
    Underwriter Indemnified Person in connection with investigating or defending
    or preparing to defend against any such loss, claim, damage, liability or
    action as such expenses are incurred; provided further, however, that upon a
    final determination by a court of competent jurisdiction that any
    Underwriter Indemnified Party was not entitled to payment of such expenses
    by such Selling Stockholder pursuant to this subsection (b), such
    Underwriter Indemnified Party shall reimburse such payment to such Selling
    Stockholder. Notwithstanding the foregoing, the indemnity agreement
    contained in this subsection (b) with respect to any Preliminary Prospectus
    or Prospectus shall not inure to the benefit of any Underwriter (or any
    person controlling such Underwriter) who it shall be established failed to
    deliver the Prospectus to the person asserting any losses, claims, damages,
    liabilities and judgments caused by any untrue statement or alleged untrue
    statement of a material fact or omission or alleged omission to state a
    material fact required to be stated in such Preliminary Prospectus or
    Prospectus or necessary to make the statements in such Preliminary
    Prospectus or Prospectus in light of the circumstances in which they were
    made not misleading, in each case solely with respect to written information
    furnished to the Company by or on behalf of such Selling Stockholder
    specifically for inclusion therein, if (x) copies of the Prospectus shall
    have been furnished to the several Underwriters in the requisite quantity
    and sufficiently in advance of the appropriate Delivery Date to permit
    proper delivery of the Prospectus to such person on or prior to the
    appropriate Delivery Date; (y) such misstatement or omission or alleged
    misstatement or omission with respect to written information furnished to
    the Company by or on behalf of such Selling Stockholder specifically for
    inclusion therein was cured in the Prospectus and the Prospectus was
    required by law to be delivered to such person at or prior to the written
    confirmation of the sale of Stock to such person and (z) the timely delivery
    of the Prospectus to such person would have constituted a complete defense
    to the losses, claims, damages, liabilities and judgments asserted by such
    person. The foregoing indemnity agreement is in addition to any liability
    that the Selling Stockholders may otherwise have to any Underwriter
    Indemnified Party.

        (c) Each Underwriter, severally and not jointly, shall indemnify and
    hold harmless the Company, each Selling Stockholder, their respective
    directors, members, managers, partners, trustees, officers, employees, and
    affiliates, and each person, if any, who controls the Company or such
    Selling Stockholder within the meaning of Section 15


                                                                              23



    of the Securities Act, from and against any loss, claim, damage or
    liability, joint or several, or any action in respect thereof, to which the
    Company, such Selling Stockholder or any such director, member, manager,
    partner, trustee, officer, employee, affiliate or controlling person may
    become subject, under the Securities Act or otherwise, insofar as such loss,
    claim, damage, liability or action arises out of, or is based upon, (i) any
    untrue statement or alleged untrue statement of a material fact contained in
    any Preliminary Prospectus, the Registration Statement or the Prospectus or
    in any amendment or supplement thereto, or (ii) the omission or alleged
    omission to state in any Preliminary Prospectus, the Registration Statement
    or the Prospectus, or in any amendment or supplement thereto, any material
    fact required to be stated therein or necessary to make the statements
    therein not misleading, but in each case only to the extent that the untrue
    statement or alleged untrue statement or omission or alleged omission was
    made in reliance upon and in conformity with written information concerning
    such Underwriter furnished to the Company through the Representatives by or
    on behalf of that Underwriter specifically for inclusion therein, which
    information is limited to the information set forth in Section 10(f) and
    shall reimburse the Company, such Selling Stockholder or any such director,
    member, manager, partner, trustee, officer, employee, affiliate or
    controlling person promptly upon demand, but in no event later that 30 days
    following such demand, for any legal or other expenses reasonably incurred
    by the Company, such Selling Stockholder or any such director, member,
    manager, partner, trustee, officer, employee, affiliate or controlling
    person in connection with investigating or defending or preparing to defend
    against any such loss, claim, damage, liability or action as such expenses
    are incurred; provided, however, that upon a final determination by a court
    of competent jurisdiction that the Company, such Selling Stockholder or any
    such director, member, officer, employee, affiliate or controlling person
    was not entitled to payment of such expenses by such Underwriter pursuant to
    this subsection (a), the Company, such Selling Stockholder or any such
    director, member, officer, affiliate, employee or controlling person shall
    reimburse such payment to such Underwriter. The foregoing indemnity
    agreement is in addition to any liability that any Underwriter may otherwise
    have to the Company, such Selling Stockholder or any such director, officer,
    employee or controlling person. Notwithstanding the foregoing, the
    Underwriters shall not be liable for any losses, claims, damages or
    liabilities arising solely out of or solely based on the Company's failure
    to perform its obligations under Section 6(a) of this Agreement.

        (d) Promptly after receipt by an indemnified party under this Section 10
    of notice of any claim or the commencement of any action, the indemnified
    party shall, if a claim in respect thereof is to be made against the
    indemnifying party under this Section 10, notify the indemnifying party in
    writing of the claim or the commencement of that action; provided, however,
    that the failure to notify the indemnifying party shall not relieve it from
    any liability which it may have under this Section 10 except to the extent
    it has been materially prejudiced by such failure and, provided, further,
    that the failure to notify the indemnifying party shall not relieve it from
    any liability which it may have to an indemnified party otherwise than under
    this Section 10. If any such claim or action shall be brought against an
    indemnified party, and it shall notify the indemnifying party thereof, the
    indemnifying party shall be entitled to participate therein and, to the
    extent that it wishes, jointly with any other similarly notified
    indemnifying party, to assume the


                                       24



    defense thereof with counsel reasonably satisfactory to the indemnified
    party. After notice from the indemnifying party to the indemnified party of
    its election to assume the defense of such claim or action, the indemnifying
    party shall not be liable to the indemnified party under this Section 10 for
    any legal or other expenses subsequently incurred by the indemnified party
    in connection with the defense thereof other than reasonable costs of
    investigation and reasonable costs incurred for actions taken at the
    indemnifying party's request. In any such proceeding, any indemnified party
    shall have the right to retain its own counsel, but the fees and expenses of
    such counsel shall be at the expense of such indemnified party unless (i)
    the indemnifying party and the indemnified party shall have mutually agreed
    in writing to the contrary; (ii) the indemnifying party has failed within a
    reasonable time to retain counsel reasonably satisfactory to the indemnified
    party; (iii) the indemnified party shall have reasonably concluded that
    there may be legal defenses available to it that are different from or in
    addition to those available to the indemnifying party; or (iv) the named
    parties in any such proceeding (including any impleaded parties) included
    both the indemnifying party and the indemnified party and representation of
    both parties by the same counsel would be inappropriate due to actual or
    potential differing interests between them. It is understood and agreed that
    the indemnifying party shall not, in connection with any proceeding or
    related proceeding in the same jurisdiction, be liable for the fees and
    expenses of more than one separate firm of attorneys (in addition to any
    local counsel) for all indemnified parties, and that all such fees and
    expenses shall be reimbursed promptly, but in no event later than 30 days,
    following demand from the indemnified parties for reimbursement of such fees
    and expenses as they are incurred; provided, however, that upon a final
    determination by a court of competent jurisdiction that any indemnified
    party was not entitled to payment of such expenses by the indemnifying party
    pursuant to this subsection (d) (including because such party is not
    entitled to indemnification with respect to such matter pursuant to this
    Section 10), such indemnified party shall promptly reimburse such payment to
    the indemnifying party. Any such separate firm for any Underwriter, its
    affiliates, directors and officers and each person, if any, who controls
    such Underwriter within the meaning of Section 15 of the Securities Act
    shall be designated in writing by Lehman Brothers Inc. and Credit Suisse
    First Boston LLC, any such separate firm for the Company, its directors and
    officers and each person, if any, who controls the Company within the
    meaning of Section 15 of the Securities Act shall be designated in writing
    by the Company and any such separate firm for any Selling Stockholder, its
    directors and officers and each person, if any, who controls such Selling
    Stockholder within the meaning of Section 15 of the Securities Act shall be
    designated in writing by such Selling Stockholder. Each indemnified party
    shall use reasonable efforts to cooperate with the indemnifying party in the
    defense of any such


                                                                              25



    action or claim. No indemnifying party shall, without the prior written
    consent of the indemnified party (which consent shall not be unreasonably
    withheld), effect any settlement or compromise or consent to the entry of
    judgment with respect to any pending or threatened action in respect of
    which any indemnified party is or could have been a party and indemnity
    could have been sought hereunder by such indemnified party unless such
    settlement, compromise or consent (A) includes an unconditional release of
    such indemnified party from all liability on any claims that are the subject
    matter of such action and (B) does not include a statement as to or an
    admission of fault, culpability or failure to act by or on behalf of any
    indemnified party. No indemnifying party shall be liable for any settlement
    of any such action effected without its written consent (which consent shall
    not be unreasonably withheld), but if settled with the consent of the
    indemnifying party or if there be a final judgment in favor of the plaintiff
    in any such action, the indemnifying party agrees to indemnify and hold
    harmless any indemnified party from and against any loss or liability by
    reason of such settlement or judgment.

        (e) If the indemnification provided for in this Section 10 shall for any
    reason be unavailable to or insufficient to hold harmless an indemnified
    party under Section 10(a), 10(b) or 10(c) in respect of any loss, claim,
    damage or liability, or any action in respect thereof, referred to therein,
    then each indemnifying party shall, in lieu of indemnifying such indemnified
    party and to the extent permitted by applicable law, contribute to the
    amount paid or payable by such indemnified party as a result of such loss,
    claim, damage or liability, or action referred to in Section 10(a), 10(b) or
    10(c), (i) in such proportion as shall be appropriate to reflect the
    relative benefits received by the Company and the Selling Stockholders, on
    the one hand, and the Underwriters, on the other, from the offering of the
    Stock or (ii) if the allocation provided by clause (i) above is not
    permitted by applicable law, in such proportion as is appropriate to reflect
    not only the relative benefits referred to in clause (i) above but also the
    relative fault of the Company and the Selling Stockholders, on the one hand,
    and the Underwriters, on the other, with respect to the statements or
    omissions that resulted in such loss, claim, damage or liability, or action
    in respect thereof, as well as any other relevant equitable considerations.
    The relative benefits received by the Company and the Selling Stockholders,
    on the one hand, and the Underwriters, on the other, with respect to such
    offering shall be deemed to be in the same proportion as the total net
    proceeds from the offering of the Stock purchased under this Agreement
    (before deducting expenses) received by the Company and the Selling
    Stockholders, as set forth in the table on the cover page of the Prospectus,
    on the one hand, and the total underwriting discounts and commissions
    received by the Underwriters with respect to the shares of the Stock
    purchased under this Agreement, as set forth in the table on the cover page
    of the Prospectus, on the other hand, bear to the total gross proceeds from
    the offering of the shares of the Stock under this Agreement, as set forth
    in the table on the cover page of the Prospectus. The relative fault shall
    be determined by reference to, among other things, whether the untrue or
    alleged untrue statement of a material fact or omission or alleged omission
    to state a material fact relates to information supplied by the Company, the
    Selling Stockholders or the Underwriters, the intent of the parties and
    their relative knowledge, access to information and opportunity to correct
    or prevent such statement or omission. The Company, the Selling Stockholders
    and the Underwriters agree that it would not be just and equitable if
    contributions pursuant to this Section 10(e) were to be determined by pro
    rata allocation (even if the Underwriters were treated as one entity for
    such purpose) or by any other method of allocation which does not take into
    account the equitable considerations referred to herein. The amount paid or
    payable by an indemnified party as a result of the loss, claim, damage or
    liability, or action in respect thereof, referred to above in this Section
    10(e) shall be deemed to include, for purposes of this Section 10(e), any
    legal or other expenses reasonably incurred by such indemnified party in
    connection with investigating or defending any such action or claim.
    Notwithstanding the provisions of this Section 10(e), no Underwriter shall
    be required to contribute any amount in excess of the amount by which the
    total price at which the


                                       26



    Stock underwritten by it and distributed to the public was offered to the
    public exceeds the amount of any damages which such Underwriter has
    otherwise paid or become liable to pay by reason of any untrue or alleged
    untrue statement or omission or alleged omission. No person guilty of
    fraudulent misrepresentation (within the meaning of Section 11(f) of the
    Securities Act) shall be entitled to contribution from any person who was
    not guilty of such fraudulent misrepresentation. The Underwriters'
    obligations to contribute as provided in this Section 10(e) are several in
    proportion to their respective underwriting obligations and not joint.

        (f) The Underwriters severally confirm and the Company and each Selling
    Stockholder acknowledges and agrees that the statements with respect to the
    public offering of the Stock by the Underwriters set forth on the cover page
    of, the second paragraph of the subsection entitled "Commissions and
    Expenses" and the subsection entitled "Stabilization, Short Positions and
    Penalty Bids" (other than the final paragraph thereof) appearing under the
    caption "Underwriting" in, the Prospectus are correct and constitute the
    only information concerning such Underwriters furnished in writing to the
    Company by or on behalf of the Underwriters specifically for inclusion in
    the Registration Statement and the Prospectus.

        (g) The Company and each of the Selling Stockholders acknowledge and
    agree that indemnification arrangements solely among the Selling
    Stockholders and the Company shall be governed by the provisions of Article
    III of the Registration Rights Agreement.

        (h) Notwithstanding anything to the contrary contained herein, the
    liability of any Selling Stockholder for indemnification or contribution
    under this Section 10 shall not exceed an amount equal to the number of
    shares of Stock sold by the Selling Stockholder hereunder multiplied by the
    purchase price per share set forth in Section 3 hereof.

         11. Defaulting Underwriters. If, on any Delivery Date, any Underwriter
defaults in the performance of its obligations under this Agreement, the
remaining non-defaulting Underwriters shall be obligated to purchase the Stock
that the defaulting Underwriter agreed but failed to purchase on such Delivery
Date in the respective proportions which the number of shares of the Firm Stock
set forth opposite the name of each remaining non-defaulting Underwriter in
Schedule 1 hereto bears to the total number of shares of the Firm Stock set
forth opposite the names of all the remaining non-defaulting Underwriters in
Schedule 1 hereto; provided, however, that the remaining non-defaulting
Underwriters shall not be obligated to purchase any of the Stock on such
Delivery Date if the total number of shares of the Stock which the defaulting
Underwriter or Underwriters agreed but failed to purchase on such date exceeds
10% of the total number of shares of the Stock to be purchased on such Delivery
Date pursuant to the terms of Section 3. If the foregoing maximum is exceeded,
the remaining non-defaulting Underwriters, or those other underwriters
satisfactory to the Representatives who so agree, shall have the right, but
shall not be obligated, to purchase, in such proportion as may be agreed upon
among them, all the Stock to be purchased on such Delivery Date. If the
remaining Underwriters or other underwriters satisfactory to the Representatives
do not elect to purchase the shares that the defaulting Underwriter or
Underwriters agreed but failed to purchase on such Delivery Date,


                                                                              27


this Agreement (or, with respect to any Option Stock Delivery Date, the
obligation of the Underwriters to purchase, and of the Option Selling
Stockholders to sell, the Option Stock) shall terminate without liability on the
part of any non-defaulting Underwriter or the Company or the Selling
Stockholders, except that the Company will continue to be liable for the payment
of expenses to the extent set forth in Sections 8 and 13. As used in this
Agreement, the term "Underwriter" includes, for all purposes of this Agreement
unless the context requires otherwise, any party not listed in Schedule 1 hereto
that, pursuant to this Section 11, purchases Stock that a defaulting Underwriter
agreed but failed to purchase.

         Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company and the Selling Stockholders for damages
caused by its default. If other Underwriters are obligated or agree to purchase
the Stock of a defaulting or withdrawing Underwriter, either the Representatives
or the Company may postpone the Delivery Date for up to seven full business days
in order to effect any changes that in the opinion of counsel for the Company or
counsel for the Underwriters may be necessary in the Registration Statement, the
Prospectus or in any other document or arrangement.

         12. Termination. The obligations of the Underwriters hereunder may be
terminated by the Representatives by notice given to and received by the Company
and the Selling Stockholders prior to delivery of and payment for the Firm Stock
if, prior to that time, any of the events described in Sections 9(l), 9(m) and
9(p) shall have occurred or if the Underwriters shall decline to purchase the
Stock for any reason permitted under this Agreement.

         13. Reimbursement of Underwriters' Expenses. If any Selling Stockholder
shall fail to tender the Stock for delivery to the Underwriters by reason of any
failure, refusal or inability on the part of the Company or a Selling
Stockholder to perform any agreement on its part to be performed, or because any
other condition of the Underwriters' obligations hereunder required to be
fulfilled by the Company or a Selling Stockholder is not fulfilled, the Company
(in the event the Company is the cause of such failure) or a Selling Stockholder
(in the event such Selling Stockholder is the cause of such failure) will
reimburse the Underwriters for all reasonable out-of-pocket expenses (including
reasonable fees and disbursements of counsel) incurred by the Underwriters in
connection with this Agreement and the proposed purchase of the Stock, and upon
demand and presentation of reasonable supporting documentation the Company or a
Selling Stockholder, as the case may be, shall pay the full amount thereof to
the Representatives. If this Agreement is terminated pursuant to Section 11 by
reason of the default of one or more Underwriters, neither the Company nor any
Selling Stockholder shall be obligated to reimburse any defaulting Underwriter
on account of those expenses.

         14. No fiduciary duty. Notwithstanding any preexisting relationship,
advisory or otherwise, between the parties or any oral representations or
assurances previously or subsequently made by the Underwriters, the Company and
the Selling Stockholders acknowledge and agree that: (i) nothing herein shall
create a fiduciary or agency relationship between the Company or Selling
Stockholders, on the one hand, and the Underwriters, on the other; (ii) the
Underwriters are not acting as advisors, expert or otherwise, to either the
Company or the Selling Stockholders in connection with this offering, sale of
the Stock or any other services the Underwriters may be deemed to be providing
hereunder, including, without limitation, with respect to the public offering
price of the Stock; (iii) the relationship between the Company and


                                                                              28



the Selling Stockholders, on the one hand, and the Underwriters, on the other,
is entirely and solely commercial, based on arms-length negotiations; (iv) any
duties and obligations that the Underwriters, on the one hand, and the Company
or Selling Stockholders, on the other hand, owe to each other shall be limited
to those duties and obligations specifically stated herein; and (v) the Company
and the Selling Stockholders hereby acknowledge that in connection with the
offering contemplated hereby, there may be differing interests between the
Company and the Selling Stockholders, on the one hand, and the Underwriters, on
the other hand.

The Company and the Selling Stockholders, on the one hand, and the Underwriters,
on the other hand, hereby waive and release, to the fullest extent permitted by
law, any claims that they may have against each other with respect to any breach
or alleged breach of fiduciary duty.

         15. Research Independence. In addition, the Company and the Selling
Stockholders acknowledge that the Underwriters' research analysts and research
departments are required to be independent from their respective investment
banking divisions and are subject to certain regulations and internal policies,
and that such Underwriters' research analysts may hold and make statements or
investment recommendations and/or publish research reports with respect to the
Company and/or the offering that differ from the views of its investment
bankers. The Company and the Selling Stockholders hereby waive and release, to
the fullest extent permitted by law, any claims that the Company or the Selling
Stockholders may have against the Underwriters with respect to any conflict of
interest that may arise from the fact that the views expressed by their
independent research analysts and research departments may be different from or
inconsistent with the views or advice communicated to the Company or the Selling
Stockholders by such Underwriters' investment banking divisions. The Company and
the Selling Stockholders acknowledge that each of the Underwriters is a full
service securities firm and as such from time to time, subject to applicable
securities laws, may effect transactions for its own account or the account of
its customers and hold long or short positions in debt or equity securities of
the companies which may be the subject of the transactions contemplated by this
Agreement.

         16. Notices, Etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

        (a) if to the Underwriters, shall be delivered or sent by hand delivery,
    mail, telex or facsimile transmission to Lehman Brothers Inc., 745 Seventh
    Avenue, New York, New York 10019, Attention: Syndicate Department (Fax:
    646-497-4815), with a copy, in the case of any notice pursuant to Section
    10(d), to the Director of Litigation, Office of the General Counsel, Lehman
    Brothers Inc., 399 Park Avenue, 10th Floor, New York, New York 10022 (Fax:
    212-520-0421);

        (b) if to the Company, shall be delivered or sent by hand-delivery, mail
    or facsimile transmission to the address of the Company set forth in the
    Registration Statement, Attention: Mark D. Fischer, Esq., Vice President,
    General Counsel and Secretary (Fax: 212-381-3993); and


                                                                              29



        (c) if to any Selling Stockholder, shall be delivered or sent by mail,
    telex or facsimile transmission to such Selling Stockholder at the address
    set forth on Schedule 2 hereto;

provided, however, that any notice to an Underwriter pursuant to Section 10(d)
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its acceptance telex to the
Representatives, which address will be supplied to any other party hereto by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Company and the
Selling Stockholders shall be entitled to act and rely upon any request,
consent, notice or agreement given or made on behalf of the Underwriters by the
Representatives, and the Company and the Underwriters shall be entitled to act
and rely upon any request, consent, notice or agreement given or made on behalf
of the Selling Stockholders by the Custodian.

         17. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Underwriters, the Company, the
Selling Stockholders and their respective successors. This Agreement and the
terms and provisions hereof are for the sole benefit of only those persons,
except that (A) the indemnity agreements of the Company and the Selling
Stockholders contained in this Agreement shall also be deemed to be for the
benefit of the directors, members, officers and employees of the Underwriters
and each person or persons, if any, who control any Underwriter within the
meaning of Section 15 of the Securities Act and (B) the indemnity agreement of
the Underwriters contained in Section 10(c) of this Agreement shall be deemed to
be for the benefit of the directors of the Company, the officers of the Company
who have signed the Registration Statement or any agreement or certification
delivered in connection therewith and any person controlling the Company within
the meaning of Section 15 of the Securities Act. Nothing in this Agreement is
intended or shall be construed to give any person, other than the persons
referred to in this Section 17, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein.

         18. Survival. The respective indemnities, representations, warranties
and agreements of the Company, the Selling Stockholders and the Underwriters
contained in this Agreement or made by or on behalf on them, respectively,
pursuant to this Agreement, shall survive the delivery of and payment for the
Stock and shall remain in full force and effect, regardless of any investigation
made by or on behalf of any of them or any person controlling any of them.

         19. Definition of the Terms "Business Day" and "Subsidiary". For
purposes of this Agreement, (a) "BUSINESS DAY" means each Monday, Tuesday,
Wednesday, Thursday or Friday that is not a day on which banking institutions in
New York are generally authorized or obligated by law or executive order to
close and (b) "SUBSIDIARY" has the meaning set forth in Rule 405 of the Rules
and Regulations.

         20. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         21. Counterparts. This Agreement may be executed via facsimile in one
or more counterparts and, if executed in more than one counterpart, the executed
counterparts shall


                                                                              30



each be deemed to be an original but all such counterparts shall together
constitute one and the same instrument.

         22. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.


                                                                              31


         If the foregoing correctly sets forth the agreement among the Company,
the Selling Stockholders and the Underwriters, please indicate your acceptance
in the space provided for that purpose below.

                              Very truly yours,

                              PHILLIPS-VAN HEUSEN CORPORATION


                              By:      /s/ Mark Fischer
                                       -----------------------------------
                                       Name:  Mark Fischer
                                       Title: Vice-President and General Counsel

                              THE SELLING STOCKHOLDERS NAMED IN SCHEDULE 2 TO
                              THIS AGREEMENT


                              By:      /s/ Christopher K. Reilly
                                       -----------------------------------
                                       Attorney-in-Fact
                                       Name: Christopher K. Reilly




                                                                              32


LEHMAN BROTHERS INC.
CREDIT SUISSE FIRST BOSTON LLC
J.P. MORGAN SECURITIES INC.
BEAR, STEARNS & CO. INC.
PIPER JAFFRAY & CO.

For themselves and as Representatives
of the several Underwriters named
in Schedule 1 hereto

By LEHMAN BROTHERS INC.



By:      /s/ Dominic Rispoli
         ------------------------------
         Authorized Representative



By CREDIT SUISSE FIRST BOSTON LLC



By:      /s/ Adam Rifkin
         ------------------------------
         Authorized Representative



By J.P. MORGAN SECURITIES INC.



By:      /s/ Elizabeth Myers
         ------------------------------
         Authorized Representative



By BEAR, STEARNS & CO. INC.



By:      /s/ Stephen Parish
         ------------------------------
         Authorized Representative




                                                                              33



By PIPER JAFFRAY & CO.



By:      /s/ Christie L. Christina
         ------------------------------
         Authorized Representative









                                   SCHEDULE 1

                                                    Number of Shares of
Underwriters                                        Firm Stock
------------------------------------------------    ----------------------------
Lehman Brothers Inc.............................                     2,394,887
Credit Suisse First Boston LLC..................                     2,235,228
J.P. Morgan Securities Inc......................                       798,296
Bear, Stearns & Co. Inc.........................                       478,977
Piper Jaffray & Co..............................                       478,977

Total...........................................                     6,386,365
                                                         -----------------------

                                                         =======================






                                   SCHEDULE 2

                                     PART A

<TABLE>

                                                                                           Number of Shares
Name and Address of Firm Selling Stockholder                                               of Firm Stock
---------------------------------------------------------------------------------------    -------------

Apax Excelsior VI, L.P., at 445 Park Avenue, New York NY 10022........................     3,662,272
Apax Excelsior VI-A C.V., at 445 Park Avenue, New York NY 10022.......................

                                                                                           299,188
Apax Excelsior VI B C.V., at 445 Park Avenue, New York NY 10022.......................
                                                                                           199,744
Patricof Private Investment Club III, L.P., at 445 Park Avenue, New York NY 10022.....
                                                                                           125,161
Apax Europe V-A, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     1,312,578
Apax Europe V-B, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     236,091
Apax Europe V C GmbH & Co. KG, at 13-15 Victoria Road, St. Peter Port GY1 3ZD,  Guernsey,
Channel Islands.......................................................................     134,221
Apax Europe V-D, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     176,895
Apax Europe V-E, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     176,180
Apax Europe V-F, C.V., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     30,992
Apax Europe V-G, C.V., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     30,992
Apax Europe V-1, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     1,001
Apax Europe V-2, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     1,050
Total.................................................................................     6,386,365
                                                                                           =========
</TABLE>




                                     PART B


<TABLE>

                                                                                           Number of Shares
Name and Address of Option Selling Stockholder                                             of Option Stock
---------------------------------------------------------------------------------------    -------------

Apax Europe V-A, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................
                                                                                           598,756
Apax Europe V-B, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     107,697
Apax Europe V C GmbH & Co. KG, at 13-15 Victoria Road, St. Peter Port GY1 3ZD,  Guernsey,
Channel Islands.......................................................................     61,227
Apax Europe V-D, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     80,694
Apax Europe V-E, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     80,368
Apax Europe V-F, C.V., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     14,138
Apax Europe V-G, C.V., at 13-15 Victoria Road, St. Peter Port, Guernsey, Channel Islands
                                                                                           14,138
Apax Europe V-1, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     457
Apax Europe V-2, L.P., at 13-15 Victoria Road, St. Peter Port GY1 3ZD, Guernsey,  Channel
Islands...............................................................................     479
Total.................................................................................     957,954
                                                                                           =======
</TABLE>





                                   SCHEDULE 3
                                   ----------



Calvin Klein, Inc.

Cluett Peabody Resources Corporation

Cluett Peabody & Co., Inc.



                                     B-2-1



                                   SCHEDULE 4
                                   ----------

                      PERSONS DELIVERING LOCK-UP AGREEMENTS



Mark Weber
Emanuel Chirico
Bruce J. Klatsky
Francis K. Duane
Allen E. Sirkin
Michael Zaccaro


                                      B-2-2