THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Warnaco Group, Inc. (The) (WRNC)

4/12/2005 and 4/21/2006 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.

4/16/2004 Proxy Information

In Fiscal 2003, the Company leased certain real property from an entity controlled by a former employee. All rights and obligations related to this lease were transferred to the new owners as part of the sale of all the assets of the A.B.S. by Allen Schwartz business unit in the first quarter of fiscal 2004. Rent expense related to this lease for the period January 5, 2003 to January 3, 2004 was $541,000.

From April 30, 2001 to June 11, 2001, the Company paid consulting fees to Alvarez & Marsal, Inc. ("A&M") of $1,256,000 pursuant to a consulting agreement. Under this agreement, several individuals who held executive positions with the Company (including Antonio C. Alvarez II, former President and Chief Executive Officer of the Company, and James P. Fogarty, former Senior Vice President and Chief Financial Officer of the Company) provided services as advisors to the Company. The A&M consulting agreement was terminated on June 11, 2001 and certain A&M employees became employees of the Company. Mr. Alvarez is a co-founding Managing Director and Mr. Fogarty is a Managing Director of A&M.

In connection with the Company's emergence from Chapter 11 bankruptcy protection, it entered into a second consulting agreement with A&M on January 29, 2003, which was supplemented by a March 18, 2003 letter agreement (collectively, the "A&M Agreement"), pursuant to which Mr. Alvarez and Mr. Fogarty continued serving the Company as Chief Executive Officer and Chief Financial Officer, respectively, and certain other A&M affiliated persons continued serving the Company in a consulting capacity. The A&M Agreement was effective as of February 4, 2003. The A&M Agreement provided that the Company would pay A&M on account of Mr. Alvarez's service as follows: (1) $125,000 per month until commencement of employment of a permanent Chief Executive Officer (the "New CEO"); (2) $125,000 per month for 15 days after the commencement of employment of the New CEO and (3) after the period described in (2) above, $750 per hour of transition services provided by Mr. Alvarez. The A& M Agreement further provides that the Company would pay A&M on account of Mr. Fogarty's service at a rate of $475 per hour. Moreover, A&M was eligible to receive the following incentive compensation under the terms of the A&M Agreement: (1) additional payments upon the consummation of certain transactions (including $210,000 which was paid to A&M following the consummation of the offering of the Company's 8% Senior Notes due 2013 (the "Senior Notes") and an aggregate of $1,218,000 which was paid in connection with the consummation of certain other transactions) and (2) participation in the Company's incentive compensation program for the periods Mr. Alvarez and Mr. Fogarty served as Chief Executive Officer and Chief Financial Officer, respectively. In connection with the offering of the Senior Notes, Mr. Alvarez received accrued interest and outstanding principal in the amount of $951,000 related to the Company's New Second Lien Notes due 2008 (the "Second Lien Notes"). In addition, amounts, including accrued interest, were paid to affiliates of some of the initial purchasers of the Senior Notes on account of Second Lien Notes then owned by such affiliates. Mr. Alvarez, Mr. Fogarty and A&M are bound by certain confidentiality, indemnification and non-solicitation obligations under the terms of the A&M Agreement. During the period February 5, 2003 to January 3, 2004, the Company made payments totaling $3,524,000 under the A&M Agreement. Additionally, in March 2004, the Company paid A&M $530,000 relating to Mr. Alvarez and Mr. Fogarty's participation in the Company's incentive compensation program in Fiscal 2003.

In April 2003, the Company recruited Joseph R. Gromek to be its President and Chief Executive Officer. Following an orderly transition, Mr. Alvarez returned to A&M. In September 2003, the Company hired Lawrence R. Rutkowski to be its Senior Vice President–Finance and Chief Financial Officer. Following an orderly transition, Mr. Fogarty returned to A&M. The Company believes that the terms of each of the relationships and transactions described above are at least as favorable to the Company as could have been obtained from an unrelated third party.

4/29/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.