WARNACO GROUP INC /DE/
EXHIBIT 10.39
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex10-39.txt
<DESCRIPTION>EXHIBIT 10.39
<TEXT>


<PAGE>

                             November 26, 2001


Carl Deddens
[Home Address]

Dear Carl:

                  As I advised you last week, the United States Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court") has approved our
plan to implement a Key Domestic Employee Retention Plan (the "Retention Plan")
that provides key employees with stay bonuses, severance protection and
transaction bonus opportunities during the Chapter 11 Cases.

                  I am pleased to confirm that you have been selected to
participate in the Retention Plan. Under the Retention Plan, the Company is
offering you the incentives and protections set forth below:

                  Stay Bonus: Provided that you remain in the Company's employ
as of each of the due dates for Stay Bonus payments set forth below, you will
receive Stay Bonus payments in the total amount of $156,750 during the Chapter
11 Cases. One-third of the Stay Bonus will be paid on each of December 10, 2001
and June 10, 2002, with the balance to be paid on the date that a plan of
reorganization is consummated in the Chapter 11 Cases. You must be employed by
the Company as of each of the payment dates in order to receive each respective
payment. Amounts paid to you under the Stay Bonus are in lieu of payments you
might otherwise be eligible to earn under any other bonus plan or incentive
arrangement and participation in the 2001 merit raise pool. In the event your
Business Unit or the entire Company is sold or liquidated at a time when you are
employed by the Company, any unpaid portion of the Stay Bonus will be paid to
you upon the consummation of such sale or liquidation.

                  Severance Protection: In the event that you are involuntarily
terminated by the Company for a reason other than for cause or in the event your
Business Unit or the entire Company is sold and you are not offered employment
by the buyer with a substantially equivalent position and compensation, you will
upon your execution of the Company's standard separation agreement, receive
severance payments at your base salary on a semi-monthly basis for a period of 4
months. Your fringe benefits, other than COBRA benefits, would cease upon your
termination.

                  Transaction Bonus: In addition to the Stay Bonus and Severance
Protection described above, you will be eligible to receive certain Transaction
Bonuses in the event that your Business Unit or the entire Company is sold.
Further details regarding the Transaction Bonus opportunities will be
forthcoming.


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                  In order for you to participate in the Retention Plan, you
must agree to waive, release and discharge any and all claims you may have with
respect to your employment with the Company by signing the Employee Waiver,
Release and Discharge of Claims set forth below. If you do not sign and return
the Employee Waiver, Release and Discharge of Claims, you will not be permitted
to participate in the Retention Plan. In order to receive payment of the first
installment of your Stay Bonus on December 10, 2001, you should sign and return
the Employee Waiver, Release and Discharge of Claims on or before December 3,
2001 to Peter Mani in Milford or via fax at 203-301-7936.

                  We appreciate your hard work and commitment, and hope that you
will continue to support the Company in its efforts to reach a successful
outcome in the Chapter 11 Cases. Please feel free to contact Peter Mani at
203-301-7310 or Stanley P. Silverstein at 212-370-8455 if you have any
questions. Thank you again for your continued support.

                               Sincerely,

                               /s/ Tony Alvarez
                               -------------------------------
                               Antonio Alvarez




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                EMPLOYEE WAIVER, RELEASE AND DISCHARGE OF CLAIMS


                  In return for my participation in the Retention Plan as
described above, I hereby release and discharge The Warnaco Group, Inc.
("Warnaco") and each and every subsidiary or affiliated or related corporation
of Warnaco, and each of their directors, officers, agents, servants, and
employees, past and present, and each of them (hereinafter collectively referred
to as "Releasees") from any and all claims, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, obligations, debts,
expenses, damages, judgments, orders and liabilities of whatever kind or nature
in law, equity or otherwise hereinafter collectively referred to as "Claims"
(excluding only Claims based upon or arising from existing indemnification
agreements or obligations, accrued and unused vacation and vested rights under
the EMPLOYEE RETIREMENT PLAN of WARNACO INC. and the WARNACO GROUP, INC.
EMPLOYEE SAVINGS PLAN), of whether now known or unknown, suspected or
unsuspected, and whether or not concealed or hidden, which I now own or hold or
have at any time heretofore owned or held as against the Releasees, inclusive
of, and without limiting the generality of the foregoing, any and all Claims
arising out of or in any way connected with the Agreement between you and
Warnaco or its subsidiary or affiliate dated December 14, 1995, and any
agreements, transactions, policies, practices, occurrences, acts or omissions
existing or occurring prior to the date hereof regarding my employment
relationship with the Releasees, or any of them, whether occurring or arising
prior to, on or after June 11, 2001, the date upon which Warnaco and certain of
its subsidiaries and affiliates filed for relief in the United States Bankruptcy
Court for the Southern District of New York under chapter 11 of title 11 of the
United States Code.

                  This Release Agreement will be governed by and construed and
enforced in accordance with the laws (other than laws relating to conflict of
laws) of the State of New York.
                  My signature below indicates that I have carefully read and
reviewed this Release Agreement, and I fully understand all of its terms and
conditions, have not relied on any other representations by Warnaco or its
employees or agents concerning the terms of this Release Agreement, and execute
and deliver this Release Agreement freely and voluntarily.

                                  /s/ Carl Deddens
                                  --------------------------------------
                                  Carl Deddens

                                  11/28/01
                                  --------------------------------------
                                  DATE




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