PHILLIPS-VAN HEUSEN CORPORATION

                  LONG-TERM INCENTIVE PLANS

	The Board of Directors of Phillips-Van Heusen Corporation
(the "Company"), upon the recommendation of the Compensation
Committee, adopted in June 1999 long-term incentive plans for
the 21-month period ending February 4, 2001 and the 33-month
period ending February 3, 2002.  The participants in the plans
are the Company's Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer.

	The payment of cash awards under each of the plans requires
the Company to achieve both earnings growth and improvement in
return on equity over the applicable performance cycle.
Threshold, plan and maximum targets were established for each of
the criteria, for each performance cycle, and awards were
established for achievement of each of the targets.  Awards are
based on a percentage of a participant's base salary.  The
percentage is lowest for achievement of the threshold targets
and is the highest if the maximum targets are achieved or
exceeded.  If the level of achievement falls between two of the
targets, the award will be on a percentage of the participant's
base salary that is on a straight-line interpolation between the
percentages for the two targets.  The percentage of base salary
that a participant can earn as an award differs among the
participants.  No awards are earned if the threshold targets are
not satisfied.

	The amount of a participant's award, if any, will be
determined by the Compensation Committee, by the end of the
first quarter of the fiscal year immediately following the end
of the applicable performance cycle.  Payment of such awards
will be made as soon as practicable thereafter.

	In the event of the death or disability of a participant
during a performance cycle, the participant or his estate will
receive the award, if any, which would otherwise have been
payable to the participant for such performance cycle, pro rated
to reflect the portion of the performance cycle worked by the
participant.  In order to remain eligible to receive an award, a
participant must be employed by the Company on the payment date
therefor or must have died, become disabled, retired under the
Company's retirement plan or have been discharged without cause
subsequent to the end of the performance cycle but prior to the
date the award is paid.