Related Party Transactions and Outside Related Director Information

WestPoint Stevens, Inc. (Retired) (WSPTQ.OB.X)

3/15/2004 10K Information

During Fiscal 2000, the Company acquired an interest in a limited liability company, HTG Falcon, LLC ("HTGF"). The only other member of the company is HTG Corp., a corporation wholly owned by Holcombe T. Green, Jr., the Company's former Chairman and Chief Executive Officer. When the Company acquired its interest in HTGF, HTGF was the beneficial owner of a Falcon 2000 jet aircraft used by Company employees, including Mr. Green, for business travel and by HTG Corp. HTGF later received a contribution from HTG Corp. of an indirect leasehold interest in property for hangar construction (the "Hangar Property").

During Fiscal 2001, HTGF disposed of the Falcon 2000 jet aircraft by a sale to an unrelated third party. The sales price was less than the book value of the aircraft. After analyzing the fair market value of HTGF's assets remaining after its primary asset, the aircraft, was sold and the net proceeds distributed to the Company, in consultation with its auditors, the Company concluded that it was appropriate to record a non-cash charge of $7.5 million representing the Company's entire investment in HTGF. This charge was announced in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. Following the sale, HTG Corp. had a deficit capital account balance in HTGF of approximately $4.5 million.

On November 29, 2001, the Company entered into an agreement (the "Letter Agreement") with HTG Corp. pursuant to which HTG Corp. agreed to restore the negative balance in its capital account in HTGF. The Letter Agreement was subsequently amended on March 22, 2002. Under the Letter Agreement, HTG Corp. agreed to restore approximately $4.5 million (the "Amount Due") in installments, with $1.0 million due on November 29, 2002, $2.0 million due on November 29, 2003, and the balance due on November 29, 2004. The Amount Due was subject to increase or decrease by one-half of the loss or gain, respectively, upon the sale or disposition of certain assets of HTGF. HTG Corp. agreed to pay interest on the Amount Due at the prime rate of interest in effect from time to time plus three and one-half percent (3-1/2%) per annum. HTG Corp. could satisfy its obligations under the Letter Agreement through the surrender by Mr. Green of shares of Company Common Stock, Company stock options or his vested interests in the Company retirement plans, subject to certain limitations contained in the Letter Agreement. On March 8, 2002, the Amount Due increased by $750,000 to approximately $5.25 million due to the distribution of the Hangar Property to HTG Corp. and the loss to HTGF related to such distribution. The Letter Agreement required HTG Corp. to pay any proceeds from its disposition of the interest in the Hangar Property to the Company as partial payment of the Amount Due. Neither the obligation of HTG Corp. nor the Guaranty Agreement (as defined below) was secured or collateralized by any assets. Accordingly, as of December 31, 2002, and 2001, no amounts were recorded in the Company's consolidated financial statements for the potential recovery of the Amount Due.

The only remaining asset of HTGF was a contract for the purchase of a new Falcon 2000EX jet aircraft. HTGF sold its interest in this contract for $500,000. Pursuant to the Letter Agreement, the proceeds from the sale of the contract were paid to the Company and the Amount Due was decreased by the amount of the proceeds paid to the Company. Mr. Green caused another of his affiliated companies, which was wholly owned by him (the "Guarantor"), to enter into a Guaranty Agreement dated November 29, 2001, (the "Guaranty Agreement"), in favor of the Company under which it guaranteed the payment of the Amount Due and performance by HTG Corp. under the Letter Agreement. Under the Letter Agreement, until the entire Amount Due was paid, HTG Corp. agreed to provide the Company, within 15 days after the end of each of the Company's fiscal quarters, an updated business appraisal reflecting the value of the Guarantor. Mr. Green agreed to provide support to the extent necessary, including contributions to the capital of the Guarantor, to permit the Guarantor to maintain a value of at least two times the outstanding Amount Due from time to time.

On November 29, 2002, HTG Corp. paid the first installment with accumulated interest due under the Letter Agreement. The payment amount consisted of a cash payment of $651,616 and the surrender by Mr. Green of his right to receive 818,902 shares of Common Stock under the Company's Supplemental Retirement Plan in accordance with the terms of the Letter Agreement. The shares surrendered under the Supplemental Retirement Plan were valued based on the closing price of the Common Stock on November 29, 2002. The total amount tendered by Mr. Green included the amount necessary to satisfy the payroll taxes due as a result of his surrender of his Supplemental Retirement Plan benefit. After the payment on November 29, 2002, the Amount Due under the Letter Agreement was $3,886,180.

Effective August 14, 2003, the Company entered into the Separation Agreement with Mr. Green in connection with the termination of his employment with the Company and his resignation from its Board of Directors. Pursuant to the Separation Agreement, the Company agreed to the termination of the Letter Agreement and the Guaranty Agreement. (See "Item 11. Executive Compensation -- Employment Agreements, Termination Provisions and Change in Control Arrangements.")

6/19/2003 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.