Supplemental Executive Retirement Plan - Tommy Hilfiger USA Inc.

                          TOMMY HILFIGER U.S.A., INC.


                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                           EFFECTIVE JANUARY 1, 1998

                             RESTATED MAY 1, 1998
                              

 
                                   FOREWORD


Effective as of January 1, 1998, Tommy Hilfiger U.S.A., Inc. (the 'Company')
adopted the Tommy Hilfiger U.S.A., Inc. Supplemental Executive Retirement Plan
(the 'Plan').  The Plan was amended and restated, effective May 1, 1998.

The purpose of the Plan is to provide a select group of management or highly
compensated employees with a supplemental pension pursuant to the terms of the
Plan.  It is intended that this Plan will constitute an unfunded arrangement for
purposes of both the Internal Revenue Code of 1986 and the Employee Retirement
Income Security Act of 1974.

 
                               TABLE OF CONTENTS


                                                                                
ARTICLE I - DEFINITIONS..........................................................  1

    1.1  Accrued Benefits........................................................  1
    1.2  Base Salary.............................................................  1
    1.3  Cause...................................................................  1
    1.4  Code....................................................................  1
    1.5  Company.................................................................  1
    1.6  ERISA...................................................................  2
    1.7  Final Average Base Salary...............................................  2
    1.8  Participant.............................................................  2
    1.9  Plan....................................................................  2
   1.10  Plan Administrator......................................................  2
   1.11  Retirement..............................................................  2
   1.12  Years of Service........................................................  2

ARTICLE II - PARTICIPATION.......................................................  3

    2.1  Eligibility.............................................................  3
    2.2  No Retention Rights.....................................................  3

ARTICLE III - BENEFITS PAYMENT...................................................  4

    3.1  Benefits................................................................  4
    3.2  Contributions...........................................................  4
    3.3  Vesting.................................................................  4
    3.4  Benefit Commencement....................................................  4
    3.5  General Provisions......................................................  5

ARTICLE IV - ADMINISTRATION......................................................  6

    4.1  Named Fiduciary and Plan Administrator..................................  6
    4.2  General Administration..................................................  6
    4.3  Participation by Employees of Acquired Employer.........................  6


                                       i

 
                               TABLE OF CONTENTS

                                  (CONTINUED)
                                  -----------


                                                                                
ARTICLE V - CLAIMS PROCEDURES....................................................  7

    5.1  Request for Benefits....................................................  7
    5.2  Denial of Claim.........................................................  7
    5.3  Review of Denial........................................................  7
    5.4  Decision on Review......................................................  7

ARTICLE VI - MISCELLANEOUS.......................................................  8

    6.1  Amendment of the Plan...................................................  8
    6.2  Termination of the Plan.................................................  8
    6.3  No Impairment of Benefits...............................................  8
    6.4  Nonalienation...........................................................  8
    6.5  Tax Withholding.........................................................  8
    6.6  Not an Employment Contract..............................................  8
    6.7  Source of Benefits......................................................  8
    6.8  Governing Law...........................................................  9


                                      ii

 
                                   ARTICLE I

                                  DEFINITIONS
                                  -----------


1.1  'ACCRUED BENEFIT' shall mean an amount payable to a Participant pursuant to
     Section 3.1.

1.2  'BASE SALARY' shall mean the Participant's annual rate of base pay, without
     regard to bonuses or any other amount reported as compensation income.

1.3  'CAUSE' means the occurrence of one of the following:

     (a)  Commission by the Participant of a fraud against the Company,

     (b)  Conviction of the Participant for aiding or abetting a crime,

     (c)  Commission by the Participant of a felony, or of a fraud or a crime
          involving moral turpitude or of a business crime,

     (d)  Possession or use by the Participant of illegal drugs or prohibited
          substances,

     (e)  Excessive drinking, by the Participant, of alcoholic beverages which
          impairs the Participant's ability to perform his duties, or the
          Participant's appearance during hours of employment of being under the
          influence of drugs, substances or alcohol, or

     (f)  Gross negligence by the Participant, which has a material adverse
          effect on the Company, or its reputation.

1.4  'CODE' shall mean the Internal Revenue Code of 1986, as amended.

1.5  'COMPANY' shall mean Tommy Hilfiger U.S.A., Inc., a Delaware Corporation,
     and its successors and assigns.

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1.6   'ERISA' shall mean the Employee Retirement Income Security Act of 1974, as
      amended.

1.7   'FINAL AVERAGE BASE SALARY' shall mean the average of a Participant's Base
      Salary for the Participant's last three full calendar years of employment
      with the Company. In the case of a Participant who has completed less than
      three full calendar years of employment with the Company, the Base Salary
      shall be averaged over the period of the Participant's employment with the
      Company.
    
1.8   'PARTICIPANT' shall mean an individual who is eligible to participate
      pursuant to Article II.
    
1.9   'PLAN' shall mean the Tommy Hilfiger U.S.A., Inc. Supplemental Executive
      Retirement Plan.
    
1.10  'PLAN ADMINISTRATOR' shall mean a committee of the Chief Executive
      Officer, Chief Financial Officer and Senior Vice President of Human
      Resources.

1.11  'RETIREMENT AGE' shall mean age 65.
    
1.12  'YEARS OF SERVICE' shall mean a Participant's service with the Company
      after March 27, 1989. For purposes of determining Years of Service, a
      Participant who begins working on or before June 30 in the year of
      employment shall receive a full Year of Service for the calendar year in
      which he was hired. A Participant beginning employment on or after July 1
      in a calendar year shall commence accruing Years of Service on the
      following January 1, if the Participant is still employed on that date.

                                      -2-

 
                                  ARTICLE II

                                 PARTICIPATION
                                 -------------


2.1  Eligibility
     -----------
     Participation in the Plan shall be limited to any persons specifically
     designated by the Chief Executive Officer to be Participants in this Plan,
     provided that participation shall be limited to a select group of
     management or highly compensated employees. Notwithstanding the foregoing,
     a Participant whose employment is terminated for Cause shall be removed
     from the Plan and immediately shall forfeit all rights and entitlements
     under the Plan.

2.2  No Retention Rights
     -------------------
     Nothing contained in the Plan shall be deemed to give any Participant or
     employee the right to be retained in the service of the Company or to
     interfere with the right of the Company to discharge any Participant or
     employee at any time, regardless of the effect which such discharge shall
     have upon him or her as a participant in the Plan.

                                      -3-

 
                                  ARTICLE III

                               BENEFITS PAYMENT
                               ----------------

3.1  Benefits
     --------
     A Participant's vested Accrued Benefit shall be an amount equal to 2% of
     the Participant's Final Average Base Salary multiplied by the Participant's
     Years of Service. For purposes of this Section 3.1, Years of Service shall
     be limited to a maximum of 25 years. The form of payment shall be an
     annuity for the Participant's life.

3.2  Contributions
     -------------
     Contributions sufficient to pay the benefits shall be made by the Company.

3.3  Vesting
     -------
     A Participant shall become vested in his Accrued Benefit upon the first to
     occur of the following events:

     (a)  The Participant's completion of 10 Years of Service

     (b)  The Participant's attainment of age 40 and completion of five Years of
          Service, or

     (c)  The Participant's attainment of age 65.

     Notwithstanding the foregoing, a Participant who is terminated for reasons
     of Cause, as determined by the Plan Administrator, shall forfeit all rights
     to benefits (whether or not vested).

3.4  Benefit Commencement
     --------------------
     Benefits shall commence on:

     (a)  The first day of the first month beginning after the Participant's
          attainment of Retirement Age,

                                      -4-

 
     (b)  The election of benefit commencement by a Participant with vested
          Accrued Benefits who has attained the age of 55.

     Such benefits shall commence on the first day of the month following the
     Participant's election and shall be reduced by 5% per year for each year it
     is paid before the Participant's attainment of age 65.

3.5  General Provisions
     ------------------
     (a)  The Company shall make no provision for the funding of any benefits
          payable hereunder that (i) would cause the Plan to be a funded plan
          for purposes of section 404(a)(5) of the Code, or Title I of ERISA, or
          (ii) would cause the Plan to be other than an 'unfunded and unsecured
          promise to pay money or other property in the future' under Treasury
          Regulations Section 1.83-3(e); and shall have no obligation to make
          any arrangement for the accumulation of funds to pay any amounts under
          this Plan.

     (b)  In the event that the Company shall decide to establish an advance
          accrual reserve on its books against the future expense of benefit
          payments, such reserve shall not under any circumstances be deemed to
          be an asset of this Plan but, at all times, shall remain a part of the
          general assets of the Company, subject to claims of the Company's
          creditors.

     (c)  A person entitled to any amount under this Plan shall be a general
          unsecured creditor of the Company with respect to such amount.

                                      -5-
                

 
                                  ARTICLE IV

                                ADMINISTRATION
                                --------------


4.1  Named Fiduciary and Plan Administrator
     --------------------------------------
     The Company shall be the 'named fiduciary' and the Plan Administrator shall
     be 'administrator' of the Plan within the meaning of ERISA.

4.2  General Administration
     ----------------------
     The Plan Administrator shall be vested with the general administration of
     the Plan, and shall have the exclusive and discretionary right to
     interpret, and make determinations under, the Plan. The interpretations,
     determinations, actions and records of the Plan Administrator shall be
     conclusive and binding upon the Company and all persons having or claiming
     to have any right or interest in or under the Plan, unless found by a court
     of competent jurisdiction to be arbitrary and capricious.

     The Plan Administrator's authority, duties, and responsibilities shall be
     those that are considered necessary or appropriate for the proper and
     efficient operation of the Plan and, including, without limitation, (i)
     interpretation of the Plan, and (ii) approval, payment and review of
     claims. The Plan Administrator may adopt such procedures as it may
     determine for the administration of the plan, the conduct of meetings, the
     delegation of authority and the establishment of rules and regulations for
     the fulfillment of its duties.

4.3  Participation by Employees of Acquired Employer
     -----------------------------------------------
     If, as a result of an acquisition or other corporate transaction, an
     individual becomes an employee of the Company, or subsidiary or affiliated
     company, the Company may authorize such employee to participate in this
     Plan under such terms and conditions as the Company may determine.

                                      -6-

 
                                   ARTICLE V

                               CLAIMS PROCEDURE
                               ----------------

5.1  Request for Benefits
     --------------------
     Benefits shall be paid in accordance with the provisions of this Plan. The
     Participant, or a designated recipient or any other person claiming through
     the Participant, shall make a written request for benefits under this Plan.
     This written claim shall be mailed or delivered to the Plan Administrator.
     Such claim shall be reviewed by the Plan Administrator.

5.2  Denial of Claim
     ---------------
     If the claim is denied, in full or in part, the Plan Administrator shall
     provide a written notice within ninety (90) days setting forth the specific
     reasons for denial, and any additional material or information necessary to
     perfect the claim, and an explanation of why such material or information
     is necessary, and appropriate information and explanation of the steps to
     be taken if a review of the denial is desired.

5.3  Review of Denial
     ----------------
     If the claim is denied and a review is desired, the Participant (or
     beneficiary) shall notify the Plan Administrator in writing within sixty
     (60) days after receipt of the written notice of denial. A claim shall be
     deemed denied if the Plan Administrator does not take any action within the
     aforesaid ninety (90) day period. In requesting a review, the Participant
     or his Beneficiary may request a review of the Plan document or other
     pertinent documents with regard to the employee benefit plan created under
     this agreement, may submit any written issues and comments, and may request
     an extension of time for such written submission of issues and comments.

5.4  Decision on Review
     ------------------
     The decision on the review of the denial of the claim shall be rendered by
     the Plan Administrator within sixty (60) days after the receipt of the
     request for review. The decision shall be written and shall state the
     specific reasons for the decision, including reference to specific
     provisions of this Plan on which the decision is based.

                                      -7-

 
                                  ARTICLE VI

                                 MISCELLANEOUS
                                 -------------


6.1  Amendment of the Plan
     ---------------------
     Subject to the provisions of Section 6.3, the Plan may be wholly or
     partially amended or otherwise modified at any time by the Company.

6.2  Termination of the Plan
     -----------------------
     Subject to the provisions of Section 6.3, the Plan may be terminated at any
     time by the Company.

6.3  No Impairment of Benefits
     -------------------------
     Notwithstanding the provisions of Sections 6.1 and 6.2, no amendment to, or
     termination of, the Plan shall impair any rights to vested Accrued
     Benefits.

6.4  Nonalienation
     -------------
     Except insofar as this provision may be contrary to applicable law, no
     sale, transfer, alienation, assignment, pledge, collateralization or
     attachment of any benefits under this Plan shall be valid or recognized by
     the Plan Administrator.

6.5  Tax Withholding
     ---------------
     Any benefits deferred or payable under this Plan shall be subject to any
     applicable payroll or other taxes required to be withheld by law.

6.6  Not an Employment Contract
     --------------------------
     This Plan does not contribute a contract of employment between the
     Participant and the Company, and participation in the Plan does not affect
     the nature of the employment relationship.

6.7  Source of Benefits
     ------------------
     Participants have the status of general unsecured creditors of the Company
     and the Plan constitutes a mere promise by the Company to make benefit
     payments in the future from its general assets. Nothing contained in this
     Plan, and no actions taken pursuant to its provisions, shall create, or be
     construed to create, a trust of any kind between the 

                                      -8-

 
     Company and any Participant or an obligation to set aside or earmark any
     monies or other assets specifically for payments under this Plan.

6.8  Governing Law
     -------------
     This Plan shall be governed by and construed in accordance with the laws of
     the State of New York, except to the extent preempted by ERISA, without
     reference to principles of conflict of laws, and subject to the sole
     jurisdiction of the courts thereof.


       /s/ Joel J. Horowitz
     ----------------------------
      Chief Executive Officer



Date:  4/23/98                   Witness: /s/ Howard Shapiro
     -----------------                    ----------------------------

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