SEC Filing | The Children's Place

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12

THE CHILDREN'S PLACE RETAIL STORES, INC.
- ----------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by
/ / Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.

(1) Amount Previously Paid:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]

THE CHILDREN'S PLACE RETAIL STORES, INC.
915 SECAUCUS ROAD
SECAUCUS, NEW JERSEY 07094

May 14, 2003

Dear Stockholder:

On behalf of the Board of Directors of The Children's Place Retail
Stores, Inc., it is my pleasure to invite you to attend the Company's 2003
Annual Meeting of Stockholders. The meeting will be held at the Company's
headquarters located at 915 Secaucus Road, Secaucus, New Jersey 07094 on
Tuesday, June 17, 2003, at ten o'clock in the morning, local time.

The business to be transacted at the meeting is set forth in the Notice of
Meeting and is more fully described in the accompanying proxy statement.

It is important that your shares be represented at the meeting, regardless of
how many you hold. Whether or not you can be present in person, please fill in,
sign, date and return your proxy in the enclosed postage paid envelope as soon
as possible. If you do attend the meeting and wish to vote in person, your proxy
may be revoked at your request.

We appreciate your support and look forward to seeing you at the meeting.

Sincerely yours,

/s/ Ezra Dabah

Ezra Dabah
Chairman of the Board and
Chief Executive Officer

[LOGO]

THE CHILDREN'S PLACE RETAIL STORES, INC.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 17, 2003
------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The Children's
Place Retail Stores, Inc. (the "Company") will be held at 915 Secaucus Road,
Secaucus, New Jersey 07094 on Tuesday, June 17, 2003, at 10:00 a.m. for the
following purposes:

1. To elect two Class III Directors to serve for a three year term and
until any such director's successor is duly elected and qualified;

2. To ratify the selection of Deloitte & Touche LLP as independent public
accountants of the Company for the fiscal year ending January 31, 2004;
and

3. To transact such other business as may properly come before the meeting,
or any adjournment thereof.

Stockholders of record at the close of business on April 29, 2003, shall be
entitled to notice of, and to vote at, the meeting.

By order of the Board of Directors,

/s/ Steven Balasiano

Steven Balasiano
Secretary

Secaucus, New Jersey
May 14, 2003

IMPORTANT: PLEASE FILL IN, SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY CARD
IN THE POSTAGE-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED
AT THE MEETING.

THE CHILDREN'S PLACE RETAIL STORES, INC.
915 SECAUCUS ROAD
SECAUCUS, NEW JERSEY 07094

------------------------

PROXY STATEMENT

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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 17, 2003

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The accompanying proxy is solicited by the Board of Directors of The Children's
Place Retail Stores, Inc., a Delaware corporation (the "Company" or "The
Children's Place"), for use at the Annual Meeting of Stockholders to be held on
June 17, 2003, at 10:00 a.m., at 915 Secaucus Road, Secaucus, New Jersey 07094
or any adjournment thereof, at which stockholders of record at the close of
business on April 29, 2003, shall be entitled to vote. The Annual Meeting is
being held for the purposes set forth in the accompanying Notice of Annual
Meeting to Stockholders. The cost of solicitation of proxies will be borne by
the Company. The Company may use the services of its directors, officers,
employees and others to solicit proxies, personally or by telephone;
arrangements also may be made with brokerage houses and other custodians,
nominees, fiduciaries and stockholders of record to forward solicitation
material to the beneficial owners of stock held of record by such persons. The
Company may reimburse such solicitors for reasonable out-of-pocket expenses
incurred by them in soliciting, but no compensation will be paid for their
services. Any proxy granted as a result of this solicitation may be revoked at
any time before its exercise.

The Annual Report to Stockholders for the fiscal year ended February 1, 2003,
accompanies this Proxy Statement. The date of this Proxy Statement is the
approximate date on which this Proxy Statement and form of proxy were first sent
or given to stockholders. The Company will furnish without charge (other than a
reasonable charge for any exhibit requested) to any stockholder of the Company
who so requests in writing, a copy of the Company's Annual Report on Form 10-K,
including the financial statements and the schedules thereto, for the fiscal
year ended February 1, 2003, as filed with the Securities and Exchange
Commission. Any such request should be directed to The Children's Place Retail
Stores, Inc., 915 Secaucus Road, Secaucus, New Jersey 07094, Attention: Investor
Relations.

If the accompanying proxy card is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, the persons designated as proxy
holders in the proxy card will vote FOR the election of the nominees proposed by
the Board of Directors, FOR the ratification of the appointment of Deloitte &
Touche LLP as the Company's independent public accountants for the fiscal year
ending January 31, 2004, and as recommended by the Board of Directors with
regard to all other matters or, if no such recommendation is given, in their own
discretion. Each stockholder may revoke a previously granted proxy at any time
before it is exercised by filing with the Secretary of the Company a revoking
instrument or a duly executed proxy bearing a later date. The powers of the
proxy holders will be suspended if the person executing the proxy attends the
Annual Meeting in person and so requests. Attendance at the Annual Meeting will
not, in itself, constitute revocation of a previously granted proxy.

Pursuant to the By-laws, the Board of Directors has fixed the time and date for
the determination of stockholders entitled to vote at the meeting,
notwithstanding any transfer of any stock on the books of the Company
thereafter. The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding on April 29,
2003, will constitute a quorum. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum. If a quorum is
present, (i) a plurality of the votes cast at the Meeting is required for
election as a director, and

(ii) the affirmative vote of the majority of the shares present, in person or by
proxy, at the Annual Meeting and entitled to vote is required for all other
matters. On April 29, 2003, the Company had outstanding and entitled to vote
with respect to all matters to be acted upon at the meeting 26,603,030 shares of
common stock. Each holder of common stock is entitled to one vote for each share
of stock held by such holder. Abstentions are counted in the calculation of the
votes cast with respect to any of the matters submitted to a vote of
stockholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved. If the proxy is signed and
returned without specifying choices, the shares will be voted in favor of the
election of the nominees proposed by the Board of Directors, and in favor of the
appointment of Deloitte & Touche LLP as the Company's independent public
accountants for the fiscal year ending January 31, 2004.

It is expected that the following business will be considered at the meeting and
action taken thereon:

ITEM 1: ELECTION OF DIRECTORS

The Company's Certificate of Incorporation and By-laws provide for a classified
Board of Directors comprised of Classes I, II and III, whose members serve
staggered terms. The Class I, Class II and Class III Directors are scheduled to
be elected at the Annual Meetings of Stockholders to be held in 2004, 2005 and
2003, respectively, to serve for a three year term and until their successors
are duly elected and qualified. The nominees for Class III Directors are set
forth below.

Unless authorization is withheld, the persons named as proxies will vote FOR the
nominees for directors listed below unless otherwise specified by the
stockholder. If a nominee is unable or declines to serve as a director at the
time of the Annual Meeting, the proxies will be voted for any nominee who shall
be designated by the present Board of Directors to fill the vacancy. If
additional persons are nominated for election as director, the proxy holders
intend to vote all proxies received by them for the nominees listed below and
against any other nominees. As of the date of this Proxy Statement, the Board of
Directors is not aware that the nominees are unable or will decline to serve as
directors. The nominees listed below are already serving as directors of the
Company.

The election to the Board of Directors of the nominees identified in this Proxy
Statement will require a plurality of the votes cast, in person or by proxy, at
the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
TWO (2) NOMINEES FOR DIRECTOR.

DIRECTORS

The following table sets forth certain information with respect to the directors
of the Company:

CLASS OF
NAME AGE POSITION DIRECTOR
- ---- --- -------- --------

Ezra Dabah...................................... 49 Chairman of the Board of Directors and II
Chief Executive Officer
Malcolm Elvey................................... 61 Director III
Sally Frame Kasaks.............................. 58 Director III
John F. Megrue.................................. 44 Director II
David J. Oddi................................... 33 Director I
Stanley Silverstein............................. 78 Director I

NOMINEES FOR ELECTION IN CLASS III

MALCOLM ELVEY was appointed to the Board of Directors in December 2002. Since
1999, Mr. Elvey has been the Managing Partner of Collaborative Capital, a
venture capital fund focused on early-stage technology companies. Previously, he
founded Esquire Communications, Ltd. in 1988, serving as its Chairman and Chief
Executive Officer until 2000. Mr. Elvey also serves on the Board of Directors of
Algol S.p.A., a publicly-traded company based in Milan, Italy. Mr. Elvey
qualified as a Chartered Accountant from the University of Witwatersrand and
earned an M.B.A. from the University of Cape Town.

SALLY FRAME KASAKS has been a Director of the Company since May 2000. Since
1997, Ms. Kasaks has served as a business consultant to a number of retailers
through ISTA Incorporated. Previously, she held the following executive
positions at major specialty retailers: Chairman and Chief Executive Officer of
Ann Taylor Stores, Inc., from February 1992 to August 1996; President and Chief
Executive Officer of Abercrombie & Fitch, a division of The Limited, Inc., from
February 1989 to February 1992; and Chairman and Chief Executive Officer of The
Talbots, Inc., a division of General Mills Co., from November 1985 to
September 1988. Ms. Kasaks also sits on the Boards of Directors of the following
retailers: Pacific Sunwear of California, Inc.; The White House, Inc.; Tuesday
Morning, Inc.; Cortefeil, S.A.; and Coach, Inc.

CONTINUING DIRECTORS

EZRA DABAH has been Chairman of the Board of Directors since 1989 and Chief
Executive Officer of the Company since 1991. Mr. Dabah has 30 years of apparel
merchandising and buying experience. From 1972 to May 1993, Mr. Dabah was a
director and an executive officer of The Gitano Group, Inc. and its affiliates
(collectively, "Gitano"), a company of which Mr. Dabah and certain members of
his family were principal stockholders and which became a public company in
1988. From 1973 until 1983, Mr. Dabah was in charge of product design,
merchandising and procurement for Gitano. In 1983, Mr. Dabah founded and became
President of a children's apparel importing and manufacturing division for
Gitano which later became an incorporated subsidiary, Eva Joia Incorporated
("E.J. Gitano"). Mr. Dabah is Stanley Silverstein's son-in-law and Nina Miner's
brother-in-law.

JOHN F. MEGRUE has been a Director of the Company since July 1996. Since 1992,
Mr. Megrue has been a partner of Saunders Karp & Megrue Partners, L.L.C. (or its
predecessor), which serves as the general partner of SKM Partners, L.P., which
serves as general partner of The SK Equity Fund, L.P. and SK Investment Fund,
L.P. (collectively the "SK Funds") and Saunders, Karp & Megrue, L.P. ("SKM").
From 1989 to 1992, Mr. Megrue was a Vice President and Principal at Patricof &
Co. and prior thereto he served as a Vice President at C.M. Diker Associates.
Mr. Megrue also serves as Vice Chairman of the Board and Director of Dollar Tree
Stores, Inc. and Chairman of the Board and Director of Hibbett Sporting
Goods, Inc.

DAVID J. ODDI has been a Director of the Company since April 1997. Mr. Oddi
joined SKM as an Associate in 1994 and is currently a partner of Saunders
Karp & Megrue Partners, L.L.C., which serves as the general partner of SKM
Partners, L.P., which serves as the general partner of the SK Funds and SKM.
Prior to joining SKM, Mr. Oddi was a financial analyst in the Leveraged Finance
Group at Salomon Brothers Inc. Mr. Oddi also serves on the Board of Directors of
Charlotte Russe Holding Inc.

STANLEY SILVERSTEIN has been a Director of the Company since July 1996.
Mr. Silverstein also serves as Chairman of the Board of Directors of Nina
Footwear, a company he founded with his brother in 1952. Mr. Silverstein is the
father of Nina Miner, Vice President, Design and Trend Development, and Ezra
Dabah's father-in-law.

INFORMATION REGARDING THE BOARD OF DIRECTORS

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has three standing committees: the Compensation
Committee, the Stock Option Committee and the Audit Committee. Messrs. Dabah,
Elvey and Megrue and Ms. Kasaks serve on the Compensation Committee (except that
Mr. Dabah does not participate in the approval of his own compensation). The
Compensation Committee reviews and sets the compensation of the Company's
management and administers the Company's Employee Stock Purchase Plan and
Management Incentive Plan. Messrs. Silverstein and Megrue serve on the Stock
Option Committee. The Stock Option Committee administers the Company's stock
option plans. Messrs. Elvey and Oddi and Ms. Kasaks serve on the Audit
Committee. The Audit Committee is responsible for recommending independent
auditors; reviewing the audit plan, the independence of the Company's
independent auditors, the adequacy of internal procedures and controls, the
audit report and the management letter; and performing such other duties as the
Board of Directors may from time to time prescribe.

MEETINGS OF THE BOARD OF DIRECTORS

During the fiscal year ended February 1, 2003, there were four meetings of the
Board of Directors and eight meetings of the Audit Committee. The Compensation
Committee and the Stock Option Committee did not have any meetings apart from
the meetings of the Board of Directors which all members of the Compensation
Committee and the Stock Option Committee attended. Stock option grants during
fiscal 2002 were approved by the Board of Directors. Each incumbent Director of
the Company attended in excess of 75% of the aggregate of the total number of
meetings of the Board of Directors and committees thereof on which such Director
served.

COMPENSATION OF DIRECTORS

The Company pays each director who is not an officer of the Company or an
affiliate of the SK Funds compensation of $15,000 per annum and a fee of $1,000
for each meeting of the Board of Directors attended, plus reimbursement of
expenses for each such meeting. All directors may be granted awards from time to
time pursuant to the Company's stock option plans.

Information concerning compensation paid to executive officers of the Company is
set forth under "Executive Compensation" below. Officers serve at the discretion
of the Board of Directors and under the terms of any employment agreement which
may exist.

AUDIT COMMITTEE REPORT AND RELATED MATTERS

AUDIT COMMITTEE REPORT

The Audit Committee is governed by a written charter adopted and approved by the
Board of Directors, a copy of which is attached as Exhibit "A" to this Proxy
Statement. The Board has determined that each of the members of the Audit
Committee qualifies as an "independent" director under the applicable listing
standards of the Nasdaq Stock Market.

Management is responsible for the Company's internal controls and the financial
reporting process. The Company's independent auditors, Deloitte & Touche LLP,
are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America and to issue a report
thereon. The independent auditors have full

access to the Audit Committee and meet with the Audit Committee, with and, on a
routine basis, without management being present, to discuss appropriate matters.

Based on the Audit Committee's review of the audited consolidated financial
statements, its discussion with management regarding the audited consolidated
financial statements, its receipt of written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No. 1,
its discussions with the independent auditors regarding such auditors'
independence, the matters required to be discussed by the Statement on Auditing
Standards No. 61, as amended, and other matters, the Audit Committee recommended
to the Board of Directors that the Company's audited consolidated financial
statements for the fiscal year ended February 1, 2003, be included in the
Company's Annual Report on Form 10-K for such fiscal year.

Submitted by the Audit Committee

Malcolm Elvey Sally Frame Kasaks David
J. Oddi

May 7, 2003

INFORMATION REGARDING CHANGE OF AUDITORS

On July 15, 2002, the Company made a determination not to engage Arthur Andersen
LLP as its independent public accountants and appointed Deloitte & Touche LLP as
its new independent accountants, effective immediately. These actions were
approved by the Audit Committee of the Company's Board of Directors.

During the fiscal years ended February 2, 2002 and February 3, 2001, and the
subsequent interim period through July 15, 2002, there were no disagreements
between the Company and Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to Arthur Andersen LLP's
satisfaction, would have caused Arthur Andersen LLP to make reference to the
subject matter of such disagreement in its reports on the Company's consolidated
financial statements for such years, and there occurred no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of Arthur Andersen LLP on the consolidated financial
statements of the Company for the fiscal years ended February 2, 2002 and
February 3, 2001 did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.

During the fiscal years ended February 2, 2002 and February 3, 2001, and the
subsequent interim period through July 15, 2002, the Company did not consult
Deloitte & Touche LLP regarding the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's consolidated financial
statements, or any of the matters or reportable events set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.

FEES PAID TO ACCOUNTANTS FOR SERVICES RENDERED DURING THE LAST FISCAL YEAR

AUDIT FEES

The total amount of fees billed by the Company's independent auditors for
professional audit services for the fiscal year ended February 1, 2003, was
approximately $220,000, which included approximately $210,000 by Deloitte &
Touche LLP and $10,000 by Arthur Andersen LLP. Such services included services
performed for the audit of the consolidated financial statements included in the
Company's Annual Report

on Form 10-K and reviews of interim financial information included in the
Company's Quarterly Reports on Form 10-Q.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no services rendered by Deloitte & Touche LLP or Arthur Andersen LLP
relating to financial information systems design and implementation for the
fiscal year ended February 1, 2003.

ALL OTHER FEES

The total amount of all other fees billed by the Company's independent auditors
for services rendered for the fiscal year ended February 1, 2003, was
approximately $357,000, which included approximately $222,000 by Deloitte &
Touche LLP and $135,000 by Arthur Andersen LLP. Such other fees included fees
for assurance and related services that were reasonably related to the
performance of the audit or review of the Company's financial statements but
were not reported above as audit fees, as well as consultation relating to tax
compliance, tax advice and tax planning. The Audit Committee has considered
whether the provision of the services covered under this category "All Other
Fees" is compatible with maintaining the independence of Deloitte & Touche LLP
and has concluded that it is.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information at April 15, 2003, with respect to
ownership of Common Stock by (i) each beneficial owner of five percent or more
of the Company's Common Stock known to the Company, (ii) each director of the
Company, (iii) each of the Company's five most highly compensated executive
officers in fiscal 2002 and (iv) all directors and executive officers as a
group. For the purpose of computing the percentage of the shares of Common Stock
owned by each person or group listed in this table, any shares not outstanding
which are subject to options or warrants exercisable within 60 days after
April 15, 2003, have been deemed to be outstanding and owned by such person or
group, but have not been deemed to be outstanding for the purpose of computing
the percentage of the shares of Common Stock owned by any other person. Except
as indicated in the footnotes to this table, the persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.

SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
- ------------------------------------ ------------ --------

The SK Equity Fund, L.P. (1)(2)............................. 6,704,053 25.2%
SK Investment Fund, L.P. (1)(2)............................. 6,704,053 25.2%
John F. Megrue (1)(2)(3).................................... 6,721,053 25.3%
Allan W. Karp (1)(2)(4)..................................... 6,707,653 25.2%
Thomas A. Saunders III (1)(2)............................... 6,704,053 25.2%
David J. Oddi (1)(5)........................................ 5,500 *
Ezra Dabah (6)(7)........................................... 6,119,070 22.9%
Stanley Silverstein (6)(8).................................. 4,076,880 15.3%
Sally Frame Kasaks (6)(9)................................... 10,000 *
Malcolm Elvey (6)(10)....................................... 200 *
Mario A. Ciampi (6)(11)..................................... 121,440 *
Nina L. Miner (6)(12)....................................... 193,300 *
Mark L. Rose (6)(13)........................................ 114,600 *
Susan Schiller (6)(14)...................................... 91,200 *
All Directors and Executive Officers as a Group 15 persons
(15)...................................................... 14,333,071 52.9%
FMR Corp. (16).............................................. 2,955,448 11.1%

- ------------------------

* Less than 1%

(1) The address of this person is Two Greenwich Plaza, Suite 100, Greenwich CT
06830.

(2) Includes (i) 6,608,268 shares owned by The SK Equity Fund, L.P. and
(ii) 95,785 shares owned by SK Investment Fund, L.P. SKM Partners, L.P. is
the general partner of each of the SK Funds. Messrs. Karp, Megrue and
Saunders are partners of Saunders Karp & Megrue Partners, L.L.C., which is
the general partner of SKM Partners, L.P., and therefore may be deemed to
have beneficial ownership of the shares shown as being owned by the SK
Funds. Messrs. Karp, Megrue and Saunders disclaim beneficial ownership of
such shares, except to the extent that any of them has a limited
partnership interest in SK Investment Fund, L.P.

(3) Includes 17,000 shares purchased by Mr. Megrue.

(4) Includes 2,000 shares purchased by Mr. Karp and 1,600 shares bought for the
benefit of Mr. Karp's children and as to which Mr. Karp disclaims
beneficial ownership.

(5) Includes 5,500 shares purchased by Mr. Oddi and does not include shares
owned by The SK Equity Fund, L.P. or SK Investment Fund, L.P. Mr. Oddi is a
partner of Saunders Karp & Megrue Partners, L.L.C., which is the general
partner of SKM Partners L.P., which serves as the general partner of the
SKM Funds and SKM and has a limited partnership interest in SK Investment
Fund, L.P. Accordingly, Mr. Oddi may be deemed to have beneficial ownership
of the shares held by the SK Funds. Mr. Oddi disclaims beneficial ownership
of such shares.

(6) The address of this person is c/o The Children's Place Retail
Stores, Inc., 915 Secaucus Road, Secaucus, New Jersey 07094.

(7) Includes (i) 3,424,960 shares held by trusts or custodial accounts for the
benefit of Mr. Dabah's children and certain other family members, of which
Mr. Dabah or his wife is a trustee or custodian and as to which Mr. Dabah
or his wife, as the case may be, has voting control, and as to which shares
Mr. Dabah disclaims beneficial ownership, (ii) 2,556,850 shares held by
Mr. Dabah, (iii) 37,600 shares held by Mr. Dabah's wife, as to which
Mr. Dabah disclaims beneficial ownership, (iv) 99,660 shares subject to
options exercisable within 60 days after April 15, 2003. Does not include
(i) 501,000 shares beneficially owned by Stanley Silverstein, Mr. Dabah's
father-in-law, (ii) 7,000 shares held in Mr. Silverstein's profit sharing
account, (iii) 156,000 shares beneficially owned by Raine Silverstein,
Mr. Dabah's mother-in-law, (iv) 24,520 shares owned by Ms. Miner,
Mr. Dabah's sister-in-law, (v) 112,500 shares held in trust for Ms. Miner,
(vi) 4,000 shares held by Ms. Miner's husband, and (vii) 52,280 shares
issuable to Ms. Miner upon exercise of outstanding stock options
exercisable within 60 days of April 15, 2003.

(8) Includes (i) 3,412,880 shares held by trusts for the benefit of
Mr. Silverstein's children and grandchildren, of which Mr. Silverstein's
wife is a trustee, and as to which Mrs. Silverstein has voting control, and
as to which shares Mr. Silverstein disclaims beneficial ownership,
(ii) 501,000 shares held by Mr. Silverstein, (iii) 7,000 shares held in
Mr. Silverstein's profit sharing account and (iv) 156,000 shares held by
Mr. Silverstein's wife, as to which Mr. Silverstein disclaims beneficial
ownership. Does not include (i) 2,556,850 shares beneficially owned by Ezra
Dabah, Mr. Silverstein's son-in-law, (ii) 37,600 shares beneficially owned
by Mrs. Dabah, Mr. Silverstein's daughter, (iii) 99,660 shares issuable to
Mr. Dabah upon exercise of outstanding stock options exercisable within
60 days of April 15, 2003, (iv) 24,520 shares owned by Ms. Miner,
Mr. Silverstein's daughter, (v) 112,500 shares held in trust for
Ms. Miner, (vi) 4,000 shares held by Ms. Miner's husband, and (vii) 52,280
shares

issuable to Ms. Miner upon exercise of outstanding stock options
exercisable within 60 days of April 15, 2003.

(9) Includes 10,000 shares issuable to Ms. Kasaks upon execution of outstanding
stock options exercisable within 60 days of April 15, 2003. Does not
include 5,000 shares subject to options not yet vested.

(10) Includes 200 shares purchased by Mr. Elvey. Does not include 15,000 shares
subject to options not yet vested.

(11) Includes (i) 67,400 shares held by Mr. Ciampi, (ii) 400 shares held as
custodian for Mr. Ciampi's daughter, as to which Mr. Ciampi disclaims
beneficial ownership, and (iii) 53,600 shares issuable upon exercise of
outstanding stock options exercisable within 60 days of April 15, 2003.
Does not include 71,400 shares subject to options not yet vested.

(12) Includes (i) 24,520 shares held by Ms. Miner, (ii) 112,500 shares held in
trust for Ms. Miner, (iii) 4,000 shares held by Ms. Miner's husband, as to
which Ms. Miner disclaims beneficial ownership and (iv) 52,280 shares
issuable upon exercise of outstanding stock options exercisable within
60 days of April 15, 2003. Does not include 37,600 shares subject to
options not yet vested.

(13) Includes (i) 30,000 shares held by Mr. Rose, (ii) 84,600 shares issuable
upon exercise of outstanding stock options exercisable within 60 days of
April 15, 2003. Does not include 40,800 shares subject to options not yet
vested.

(14) Includes (i) 39,600 shares held by Ms. Schiller (ii) 51,600 options
exercisable within 60 days of April 15, 2003. Does not include 42,400
shares subject to options not yet vested.

(15) Reflects shares issuable upon exercise of stock options exercisable within
60 days of April 15, 2003.

(16) The address of this person is 82 Devonshire Street, Boston, MA 02109.
According to a Statement on Schedule 13G filed with the Commission on
February 13, 2003, (i) Fidelity Management & Research Company, a
wholly-owned subsidiary of FMR Corp. and an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, reported
beneficial ownership of 2,955,448 shares as a result of acting as
investment advisor to various investment companies, (ii) Edward C. Johnson
3d reported beneficial ownership of such 2,955,448 shares, and
(iii) Abigail P. Johnson reported beneficial ownership of such 2,955,448
shares. Members of the Edward C. Johnson 3d family, including Edward C.
Johnson 3d and Abigail P. Johnson, may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to FMR Corp.

As of April 15, 2003, Ezra Dabah and certain members of his family beneficially
own 6,976,370 shares of the Company's Common Stock, constituting approximately
26.1% of the outstanding Common Stock. The SK Funds own 6,704,053 shares or
approximately 25.2% of the outstanding Common Stock. Pursuant to the Amended
Stockholders Agreement described below, Ezra Dabah, the SK Funds and certain
other stockholders, who own in the aggregate a majority of the outstanding
Common Stock, have agreed to vote for the election of two nominees of the SK
Funds and three nominees of Ezra Dabah to the Company's Board of Directors. As a
result, the SK Funds and Ezra Dabah are able to control the election of the
Company's directors. In addition, if the SK Funds and Mr. Dabah were to vote
together, they would be able to determine the outcome of any matter submitted to
a vote of the Company's stockholders for approval.

STOCKHOLDERS AGREEMENT

The Children's Place and certain of its stockholders, who currently own in the
aggregate a majority of the Common Stock, are parties to a Stockholders
Agreement (the "Stockholders Agreement"). The Stockholders Agreement places
certain limitations upon the transfer in privately negotiated transactions of
shares of Common Stock beneficially owned by Ezra Dabah and the SK Funds. In
addition, the Stockholders Agreement provides that (i) so long as Ezra Dabah,
together with members of his family, beneficially owns shares representing at
least 25% of the shares of Common Stock owned by such parties on the date of the
Stockholders Agreement, the stockholders party to the Stockholders Agreement
will be obligated to vote all shares as to which they have voting rights in a
manner such that the Board will at all times include three directors nominated
by Ezra Dabah and (ii) so long as the SK Funds beneficially own shares
representing at least 25% of the shares of Common Stock owned by such parties on
the date of the Stockholders Agreement, the stockholders party to the
Stockholders Agreement will be obligated to vote all shares as to which they
have voting rights in a manner such that the Board will at all times include two
directors nominated by the SK Funds. Should the number of directors comprising
the Board of Directors be increased, nominees for the remaining director
positions will be designated by the Company's Board of Directors. Pursuant to
the Stockholders Agreement, Ezra Dabah and Stanley Silverstein were designated
as director nominees by Mr. Dabah and were elected to the Board, and John F.
Megrue and David J. Oddi were designated as director nominees by the SK Funds
and were elected to the Board.

The Stockholders Agreement provides that the Company will not, without the
affirmative vote of at least one director nominated by the SK Funds, engage in
specified types of transactions with certain of its affiliates (not including
the SK Funds), take action to amend its By-laws or Certificate of Incorporation
or increase or decrease the size of the entire Board of Directors. The
Stockholders Agreement also provides that certain specified types of corporate
transactions and major corporate actions will require the approval of at least
two-thirds of the members of the Board of Directors.

Under the terms of the Stockholders Agreement, the rights of any party
thereunder will terminate at the time that such party's Common Stock constitutes
less than 25% of the shares of Common Stock owned by such party on the date of
the Stockholders Agreement. All the provisions of the Stockholders Agreement
will terminate when no party to the Stockholders Agreement beneficially owns
shares representing at least 25% of the outstanding Common Stock owned by such
party on the date of the Stockholders Agreement.

EXECUTIVE OFFICERS

The following table lists certain information about the current executive
officers of The Children's Place:

NAME AGE POSITION
- ---- -------- --------------------------------------------------

Ezra Dabah................................ 49 Chairman of the Board of Directors and Chief
Executive Officer
Mario A. Ciampi........................... 42 Senior Vice President, Store Development and
Logistics
Seth L. Udasin............................ 46 Vice President, Finance, Chief Financial Officer
and Treasurer
Steven Balasiano.......................... 40 Vice President, Human Resources, General Counsel
and Corporate Secretary
Jodi Barone............................... 46 Vice President, Marketing
Richard Flaks............................. 40 Vice President, Planning and Allocation
Amy Hauk.................................. 36 Vice President, Merchandising
Nina L. Miner............................. 53 Vice President, Design and Trend Development
Mark L. Rose.............................. 37 Vice President, Merchandise Procurement
Susan F. Schiller......................... 42 Vice President, Store Operations

For additional information about EZRA DABAH see "Item 1: Election of
Directors--Continuing Directors."

MARIO A. CIAMPI has been Senior Vice President, Store Development and Logistics
since July 2000 and prior to that served as Vice President, Store Development
since joining The Children's Place in June 1996. Prior to joining The Children's
Place, Mr. Ciampi was a principal of a private consulting firm, specializing in
retail and real estate restructuring, from 1991 to 1996, in which capacity he
was retained as an outside consultant on the Company's real estate activities
since 1991. Since February 2001, Mr. Ciampi also sits on the Board of Directors
for the Rag Shops, Inc.

SETH L. UDASIN has been Vice President, Finance since 1994 and Chief Financial
Officer and Treasurer since 1996. Since joining The Children's Place in 1983,
Mr. Udasin has held various other positions, including Controller from 1988 to
1994.

STEVEN BALASIANO has been Vice President and General Counsel since joining The
Children's Place in December 1995, Corporate Secretary since January 1996, and
Vice President, Human Resources since 2000. Prior to joining The Children's
Place, Mr. Balasiano practiced law in the New York offices of the national law
firms of Stroock & Stroock & Lavan LLP from 1992 to 1995 and Kelley Drye &
Warren from 1987 to 1992.

JODI BARONE has been Vice President, Marketing since October 1999 and prior to
that served as Director, Marketing since 1993. Since joining The Children's
Place in 1992, Ms. Barone has also held the position of Marketing Manager.

RICHARD FLAKS became Vice President, Planning and Allocation, in March 2003.
Prior to joining The Children's Place, Mr. Flaks was with the Victoria's Secret
Stores division of Limited Brands, Inc. from May 2001 to March 2003, most
recently serving as Vice President, Planning and Allocation, and the Burdines
division of Federated Department Stores, Inc. from 1997 to 2001, most recently
serving as Vice President, Planning and Allocation for the Men's, Kids and Home
departments. Prior to that, Mr. Flaks held various planning positions with
Today's Man, Inc.

AMY HAUK has been Vice President, Merchandising since April 2002. Prior to
joining The Children's Place, Ms. Hauk held various positions with different
divisions of The Gap, Inc. from 1996 to 2002. These positions included Vice
President of Men's Merchandising, Old Navy, from March 2001 to April 2002; Vice
President of Non-Apparel, Old Navy, from December 2000 to March 2001; and Senior
Director/Division Merchandise Manager, Baby Gap U.S., from December 1998 to
December 2000. Prior to that, Ms. Hauk was a buyer for Sunglass Hut from 1994 to
1996 and held various positions with Macy's from 1988 to 1994.

NINA L. MINER has been Vice President, Design and Trend Development since
January 2001, prior to which time she was Vice President, Trend Development
since August 1998. Prior to August 1998, Ms. Miner was Vice President, Design
and Product Development since joining The Children's Place in 1990. Before
joining The Children's Place, Ms. Miner held various management positions at
E.J. Gitano. Ms. Miner is Stanley Silverstein's daughter and Ezra Dabah's
sister-in-law.

MARK L. ROSE has been Vice President, Merchandise Procurement since 1992.
Mr. Rose joined The Children's Place in 1990 and was promoted to Senior Product
Buyer that year. Prior to joining The Children's Place, Mr. Rose held various
positions at Macy's.

SUSAN F. SCHILLER has been Vice President, Store Operations since 1994.
Ms. Schiller began her career with The Children's Place as an Assistant Store
Manager in 1985 and subsequently served in various positions, including Director
of Store Communications from 1991 to 1993 and Director of Store Operations from
1993 to 1994.

EXECUTIVE COMPENSATION

SUMMARY OF EXECUTIVE COMPENSATION

The following table summarizes the compensation for fiscal 2002, fiscal 2001 and
fiscal 2000 for the Company's Chief Executive Officer and each of its four most
highly compensated executive officers:

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION
COMPENSATION (1) ------------
--------------------- ALL OTHER
SECURITIES COMPENSATION
FISCAL SALARY BONUS UNDERLYING ------------
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($)
- --------------------------- -------- --------- --------- ------------ ------------

Ezra Dabah ................. 2002 $720,000 $ 0 0 $25,500(2)
Chairman of the Board and 2001 685,364 108,000 0 24,250(2)
Chief Executive Officer 2000 645,371 312,500 0 24,250(2)

Mario A. Ciampi (3) ........ 2002 330,006 0 22,000(4) 5,500(6)
Senior Vice President, 2001 310,079 39,600 18,000(5) 4,250(6)
Store Development and 2000 272,783 90,000 40,000(7) 4,250(6)
Logistics

Nina L. Miner (8) .......... 2002 300,000 0 14,000(4) 3,698(6)
Vice President, Design and 2001 282,686 31,500 12,000(5) 4,250(6)
Trend Development 2000 252,761 62,816 12,000(9) 3,662(6)

Mark L. Rose ............... 2002 270,000 0 12,000(4) 4,405(6)
Vice President, 2001 261,345 20,250 12,000(5) 4,250(6)
Merchandise Procurement 2000 242,011 58,250 22,000(10) 4,250(6)

Susan F. Schiller .......... 2002 260,000 0 14,000(4) 5,488(6)
Vice President, Store 2001 239,209 19,500 12,000(5) 4,250(6)
Operations 2000 160,004 32,000 18,000(9) 4,000(6)

- ------------------------

(1) Bonuses earned in fiscal 2001 were paid in fiscal 2002. Bonuses earned in
fiscal 2000 were paid in fiscal 2000. Other annual compensation did not
exceed $50,000 or 10% of the total salary and bonus for any of the named
executive officers.

(2) Reflects the value of (i) insurance premiums of $20,000 paid by the Company
with respect to life insurance for the benefit of Mr. Dabah, and
(ii) Company matching contributions of $5,500, $4,250 and $4,250,
respectively in fiscal 2002, fiscal 2001 and fiscal 2000 under The
Children's Place 401(k) Savings and Investment Plan.

(3) On or about April 15, 2000, the Company made a $250,000 loan to
Mr. Ciampi. The loan bore interest at the prime rate quoted by Chase
Manhattan Bank and was secured by Mr. Ciampi's principal residence. This
loan and accrued interest was repaid by Mr. Ciampi in September 2000.

(4) Each of the options granted becomes exercisable at the rate of 20% on or
after September 18, 2003, and 20% on or after the first, second, third and
fourth anniversaries of September 18, 2003.

(5) Each of the options granted becomes exercisable at the rate of 20% on or
after September 18, 2002, and 20% on or after the first, second, third and
fourth anniversaries of September 18, 2002.

(6) Amounts shown consist of the Company's matching contributions under The
Children's Place 401(k) Savings and Investment Plan.

(7) Of the options granted in fiscal 2000, (i) 25,000 options granted become
exercisable at the rate of 20% on or after July 31, 2001, and 20% on or
after the first, second, third and fourth anniversaries of July 31, 2001,
and (ii) 15,000 options granted become exercisable at the rate of 20% on or
after September 18, 2001, and 20% on or after the first, second, third and
fourth anniversaries of September 18, 2001.

(8) On or about April 15, 2000, the Company made a $500,000 loan to Ms. Miner.
This loan matured on April 15, 2003, bearing interest at the prime rate
quoted by Chase Manhattan Bank, and was secured by Ms. Miner's principal
residence. As of February 1, 2003, the principal balance and accrued
interest remaining on this loan was approximately $550,000. This loan and
accrued interest was repaid as of April 3, 2003.

(9) Each of the options granted becomes exercisable as the rate of 20% on or
after September 18, 2001, and 20% on or after the first, second, third and
fourth anniversaries of September 18, 2001.

(10) Of the options granted in fiscal 2000, (i) 4,000 options granted become
exercisable at the rate of 20% on or after September 18, 2000, and 20% on
or after the first, second, third and fourth anniversaries of
September 18, 2000, and (ii) 18,000 options granted become exercisable at
the rate of 20% on or after September 18, 2001 and 20% on or after the
first, second, third and fourth anniversaries of September 18, 2001.

STOCK OPTIONS

The following table sets forth certain information concerning options granted
during fiscal 2002 to Mario Ciampi, Nina Miner, Mark Rose and Susan Schiller. No
options were granted during fiscal 2002 to Mr. Dabah.

OPTIONS GRANTED IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
NUMBER OF SECURITIES % OF TOTAL OPTION TERM (3)
UNDERLYING GRANTED IN EXERCISE EXPIRATION -----------------------
NAME OPTIONS GRANTED FISCAL 2002 PRICE (2) DATE 5% 10%
- ---- -------------------- ----------- --------- ---------- ---------- ----------

Mario A. Ciampi...... 22,000(1) 7.39% $10.70 10/31/12 $147,973 $374,992
Nina L. Miner........ 14,000(1) 4.70% $10.70 10/31/12 94,164 238,631
Mark L. Rose......... 12,000(1) 4.03% $10.70 10/31/12 80,712 204,541
Susan F. Schiller.... 14,000(1) 4.70% $10.70 10/31/12 94,164 238,631

- ------------------------

(1) This option grant becomes exercisable at the rate of 20% on or after
September 18, 2003, and 20% on or after each of the first, second, third and
fourth anniversaries of September 18, 2003.

(2) The exercise price was fixed at the date of the grant and was equal to the
fair market value per share of Common Stock on such date in accordance with
the 1997 Stock Option Plan.

(3) In accordance with the rules of the Securities and Exchange Commission, the
amounts shown on this table represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. These gains are based on assumed rates of stock appreciation of 5% and
10%

compounded annually from the date the respective options were granted to
their expiration date and do not reflect the Company's estimates or
projections of future Common Stock prices. The gains shown are net of the
option exercise price, but do not include deductions for taxes or other
expenses associated with the exercise. Actual gains, if any, on stock option
exercises will depend on the future performance of the Common Stock, the
option holders' continued employment though the option period, and the date
on which the options are exercised.

The following table sets forth certain information with respect to stock options
exercised by the named executive officers during fiscal 2002, including the
aggregate value of gains on the date of the exercise. In addition, the table
sets forth the number of shares covered by stock options as of fiscal year end,
and the value of "in-the-money" stock options, which represents the positive
spread between the exercise price of a stock option and the year-end market
price of the shares subject to such option at fiscal year end. None of the named
executives hold stock appreciation rights (SARs).

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 2/01/03 AT 2/01/03 (1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- --------- ----------- ------------- ----------- -------------

Ezra Dabah.............. 0 $ 0 99,660 $ 0 $ 0 $ 0
Mario A. Ciampi......... 0 0 53,600 71,400 10,920 2,730
Nina L. Miner........... 0 0 52,280 37,600 245,812 1,820
Mark L. Rose............ 0 0 106,600 40,800 641,130 1,820
Susan F. Schiller....... 39,600 252,371 51,600 42,400 7,280 1,820

- ------------------------

(1) The market value of the Company's stock at the close of business on
January 31, 2003 was $10.66.

EMPLOYMENT AGREEMENT--EZRA DABAH

Mr. Dabah's employment agreement (the "Dabah Agreement") provides that he will
serve as Chairman and Chief Executive Officer of the Company from June 27, 1996,
for successive three year periods, subject to termination in accordance with the
termination provisions of the Dabah Agreement. Mr. Dabah's current salary is
$720,000, subject to annual review. Mr. Dabah is also entitled to receive a
semi-annual bonus in an amount equal to the product of (x) 50% of his
semi-annual base salary multiplied by (y) a pre-determined bonus percentage
fixed by the Board of Directors for any stated six-month period of not less than
20% nor more than 200%, based on the Company's performance during such six-month
period. The Dabah Agreement also provides for certain insurance and other
benefits to be maintained and paid by the Company.

The Dabah Agreement provides that if Mr. Dabah's employment is terminated by the
Company without cause or for disability, or by Mr. Dabah for good reason or
following a change in control (as each such term is defined in the Dabah
Agreement), the Company will be required to pay Mr. Dabah three times his base
salary then in effect, which amount will be payable within 30 days following his
termination. Mr. Dabah also will be entitled to receive any accrued but unpaid
bonus compensation and all outstanding stock options under the Company's stock
option plans will immediately vest. If Mr. Dabah's employment is terminated for
any of the above reasons, the Company also will be required, with certain
exceptions, to continue to maintain life insurance, medical benefits and other
benefits for Mr. Dabah for three years. The Dabah Agreement also provides that
Mr. Dabah will not, with certain exceptions, engage or be engaged in a competing
business for a period of five years following termination of his employment.

OTHER EMPLOYMENT AGREEMENTS

The Company has also entered into employment agreements with certain of its
other executive officers which provide for the payment of severance equal to the
officer's salary for a period of six to nine months following any termination
without cause.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers and directors, and persons who own
more than 10% of the Company's common stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the Nasdaq
Stock Market. Officers, Directors and greater than ten-percent stockholders are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all such reports they file.

Based solely on a review of the copies of such reports furnished to the Company,
or written representations that no Form 5 was required, the Company believes
that all Section 16(a) filing requirements applicable to its officers, directors
and greater than ten-percent beneficial owners were complied with through
April 15, 2003.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Members of the Compensation Committee for the fiscal year ended February 1,
2003, were Mr. Dabah, Mr. Elvey, Ms. Kasaks and Mr. Megrue. Mr. Dabah is the
Chief Executive Officer and Chairman of the Board of Directors of the Company,
and has entered into certain related transactions with the Company as disclosed
below. Mr. Megrue is a general partner of SKM Partners, L.P., which serves as
the general partner of SKM, which has entered into an advisory agreement with
the Company, as disclosed below.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SKM FINANCIAL ADVISORY SERVICES

In 1996, the Company entered into a management agreement with SKM which provides
for the payment of an annual fee of $150,000, payable quarterly in advance, in
exchange for certain financial advisory services. This management agreement
remains in effect until SKM or any of its affiliates' total ownership of the
Company's Common Stock is less than 10% on a fully diluted basis. Pursuant to
the management agreement, the Company incurred fees and expenses of
approximately $151,000, $160,000 and $150,000 during fiscal 2002, fiscal 2001
and fiscal 2000, respectively.

STOCKHOLDERS AGREEMENT

The Company's stockholders agreement is described above.

LOANS TO EXECUTIVE OFFICERS

In addition to the loans made to Mr. Ciampi and Ms. Miner, as described above,
on or about April 15, 2000, the Company made loans to five other officers in
amounts ranging from $200,000 to $500,000. The aggregate amount of these loans,
including those to Mr. Ciampi and Ms. Miner, totaled $2.2 million. The loans
matured on April 15, 2001, and bore interest at the prime rate as quoted by
Chase Manhattan Bank. The loans were secured by the principal residences of
these executive officers. With the exception of Ms. Miner's loan, the executive
loans were repaid prior to their maturity. In April 2001, the Company

extended the term of Ms. Miner's loan to April 15, 2002, and in April 2002, the
Company further extended the term of Ms. Miner's loan to April 15, 2003. As of
February 1, 2003, approximately $550,000 was outstanding on this loan, including
accrued interest. This loan to Ms. Miner and accrued interest thereon was repaid
as of April 3, 2003.

SHAREHOLDER RECEIVABLE

In August 1999, the Company incurred approximately $227,000 in legal,
accounting, printing and other costs for a proposed secondary offering that was
subsequently canceled. SKM, Ezra Dabah and Stanley Silverstein agreed to
reimburse the Company for these costs, which are included in the Company's
annual report on Form 10-K as a component of other assets.

REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

COMPENSATION POLICY

The Company's employee compensation policy in general is to offer a package
including a competitive salary, an incentive bonus based upon performance goals
and competitive benefits, including a participatory 401(k) Savings and
Investment Plan. The Company also encourages broad-based employee ownership of
the Company's Common Stock by granting stock options to employees at many levels
within the Company and through the Employee Stock Purchase Plan.

The Compensation Committee of the Board of Directors reviews and approves
individual officer salaries, bonus plan and financial performance goals, and
stock option grants. The Compensation Committee also reviews guidelines for
compensation, bonus, and stock option grants for non-officer employees.

Key personnel of the Company are paid salaries in line with their
responsibilities. These salaries are structured to be competitive with salaries
paid by a peer group consisting of similar companies in the retail apparel
industry. Executives participate in the Company's Management Incentive Program,
which offers cash incentives based on the Company's performance. Under the
Company's 1996 and 1997 Stock Option Plans, and at the discretion of the Board
of Directors, the Company also grants executive officers stock options. The
Company's performance and return on equity are of vital importance to the
executive officers due to these equity holdings and cash incentives. Salaries
for executive officers are adjusted based on individual job performance and the
Company's performance and, in certain cases, changes in the individual's
responsibilities.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

The Compensation Committee reviews and approves the compensation of Ezra Dabah,
the Company's Chief Executive Officer. Pursuant to Mr. Dabah's Employment
Agreement and based on the Company's performance in the preceding fiscal year,
Mr. Dabah's base salary for the fiscal year ended February 1, 2003, was
$720,000, an increase of 5.1% from the prior year. In addition, Mr. Dabah is
entitled to receive a bonus based on the Company's earnings; however, Mr. Dabah
did not receive a performance bonus for the fiscal year ended February 1, 2003.

DEDUCTIBILITY OF COMPENSATION

Section 162(m) of the Internal Revenue Code imposes a limitation on the
deductibility of nonperformance-based compensation in excess of $1 million paid
to executive officers. The Compensation Committee believes that the Company will
be able to continue to manage its executive compensation program to preserve
federal income tax deductions.

Submitted by the Compensation Committee

Ezra Dabah Malcolm Elvey Sally Frame Kasaks John
F. Megrue

PERFORMANCE GRAPH

The following graph compares the cumulative stockholder return on the Company's
common stock with the return on the Total Return Index for the Nasdaq Stock
Market (US) and the Nasdaq Retail Trade Stocks. The graph assumes that $100 was
invested on January 30, 1998.

[PERFORMANCE GRAPH]

THE CHILDREN'S PLACE--
DATE "PLCE" NASDAQ RETAIL
- ---- ---------------------- --------- ---------

1/30/98 $100.000 $100.000 $100.000
1/29/99 388.008 156.494 122.031
1/28/00 181.608 241.016 97.793
2/2/01 339.300 164.012 75.197
2/1/02 436.209 118.674 89.608
1/31/03 145.768 82.779 72.908

ITEM 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of the Company has selected the accounting firm of
Deloitte & Touche LLP as independent public accountants of the Company for the
fiscal year ending January 31, 2004. Deloitte & Touche LLP has served as the
Company's independent public accountants since July 15, 2002. A representative
of Deloitte & Touche LLP is expected to be present at the meeting with the
opportunity to make a statement if such representative so desires and to respond
to appropriate questions.

INFORMATION REGARDING CHANGE OF AUDITORS

FEES PAID TO ACCOUNTANTS FOR SERVICES RENDERED DURING THE LAST FISCAL YEAR

AUDIT FEES

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no services rendered by Deloitte & Touche LLP or Arthur Andersen LLP
relating to financial information systems design and implementation for the
fiscal year ended February 1, 2003.

ALL OTHER FEES

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR APPROVAL OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.

ITEM 3: OTHER MATTERS

At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting is
that hereinabove set forth. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their judgment.

STOCKHOLDER PROPOSALS: 2004 ANNUAL MEETING

Proposals of stockholders intended to be presented at the Company's 2004 Annual
Meeting of Stockholders must be received by the Company on or prior to
December 31, 2003, to be eligible for inclusion in the Company's Proxy Statement
and form of proxy to be used in connection with the 2004 Annual Meeting.

By order of the Board of Directors,

Steven Balasiano
Secretary

Secaucus, New Jersey
May 14, 2003

EXHIBIT A
AUDIT COMMITTEE CHARTER

The Audit Committee (the "Committee") shall aid the Company's Board of Directors
in undertaking and fulfilling its responsibilities for conservative, credible
and accurate financial reporting to the public, shall provide support for
management's efforts to enhance the quality of the Company's controls and shall
work to provide appropriate avenues of communication between the Board of
Directors and the Company's independent public accountants and internal
auditors.

COMPOSITION AND TERM. The Committee shall be a committee of the Board and shall
consist of not less than two directors.

Committee members must be "independent directors" of the Company. Members of the
Committee will be considered "independent" if they have no relationship to the
Company that may interfere with the exercise of their judgment independent of
management and the Company and would otherwise qualify as "independent
directors" under the rules of the National Association of Securities Dealers. In
addition, each Committee member must be "financially literate" or must achieve
this status through training within six months of being appointed to the
Committee. (For these purposes, "financial literacy" is the ability to read and
understand fundamental financial statements, including the balance sheet, income
statement and cash flow statement).

The Committee members shall be selected by the Chairman of the Board and shall
serve for a term of one year. Committee members may serve successive one-year
terms without limitation. The Chairperson of the Committee shall be designated
by the Chairman of the Board. The Chairperson must have academic training in
accounting or current or past experience in a senior financial position. The
Chairperson can serve successive terms in this capacity without limitation.

ADMINISTRATIVE MATTERS. The Committee shall meet at such times and from
time-to-time as it deems to be appropriate, but not less than two times each
year. The Committee shall report to the full Board of Directors at the first
board meeting following each such Committee meeting.

The Company's independent public accountants and internal auditors shall attend
at least two of the Committee's meetings each year. The Committee may request
members of management or others to attend meetings and provide pertinent
information as necessary. The Committee shall provide management, the
independent public accountants and internal auditors with appropriate
opportunities to meet privately with the Committee.

DUTIES AND RESPONSIBILITIES. The duties of the Committee shall include the
following:

- Make recommendations to the Board of Directors as to:

The selection of the firm of independent public accountants to examine the
books and accounts of the Company and its subsidiaries for each fiscal
year (including a review of the independence of the independent public
accountants);

The proposed arrangement for the independent public accountants for each
fiscal year, including their risk assessment process in establishing the
scope of the examination, the proposed fees and the reports to be
rendered; and

The advisability of having the independent public accountants make
specified studies and reports as to auditing matters, accounting
procedures, tax or other matters;

- Review the results of the quarterly reviews and the year-end audit of the
Company, including:

The audit report, the published financial statements, the management
representation letter, any report on accounting procedures and internal
controls prepared by the Company's independent public accountants, any
other pertinent reports and management's responses thereto;

Any material accounting issues among management, the Company's internal
audit staff and the independent public accountants; and

Other matters required to be communicated to the Committee under generally
accepted auditing standards, as amended, by the independent public
accountants;

- With respect to interim financial information, the Committee's chairman
will discuss with management and the independent public accountants the
quarterly review results and required communications prior to any interim
filings with the SEC;

- Review with management and the independent public accountants such
accounting policies (and changes therein) of the Company, including any
financial reporting issues which could have a material impact on the
Company's financial statements as are deemed appropriate for review by the
Committee prior to any interim or year-end filings with the SEC or other
regulators;

- Review the coordination between the independent public accountants and
internal auditors and review the risk assessment process, scopes and
procedures of the Company's internal audit work and whether such risk
assessment process, scopes and procedures are adequate to attain the
internal audit objectives, as determined by the Company's management and
approved by the Committee; review the significant findings of the internal
auditors for each fiscal year; review the quality and composition of the
Company's internal audit staff; and review and approve the internal audit
charter on a periodic basis;

- Review the Company's policies and procedures with respect to officers'
travel and entertainment expenses and consider the results and
recommendations of any audit work in these areas performed by the
independent public accountants and internal auditors;

- Meet annually with the Company's general counsel, and outside counsel when
appropriate, to review legal and regulatory matters, if any, that may have
a material impact on the financial statements;

- Make a periodic self-assessment of the Committee, including a review of
the charter, using assessment tools available through third parties or
developed internally;

- Periodically review with management the Company's internal audit controls
and procedures to ensure that such internal audit controls and procedures
are satisfactory; and

- Establish procedures for the receipt, retention and treatment of
complaints regarding accounting, internal accounting controls or auditing
matters, including procedures for the confidential, anonymous submissions
by employees of concerns regarding questionable accounting or auditing
matters.

The Committee shall also undertake such additional activities within the scope
of its primary function as the Committee may from time-to-time determine. The
Committee may retain independent counsel, accountants or others to assist it in
the conduct of any investigation.

REPORTING TO STOCKHOLDERS. The Company's annual proxy statement shall include a
report of the Audit Committee (1) confirming that the Company has a formal,
documented Audit Committee Charter setting forth the Committee's duties,
(2) stating whether the Committee satisfied its obligations under the Charter
during the previous year, and (3) covering all other matters required by Rules
of the Securities and Exchange Commission. The proxy statement shall include the
full text of the Charter at least once every three years and after any
significant modification is approved by the Board of Directors.

Updated: April 2003

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CHILDREN'S PLACE RETAIL STORES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 17, 2003

The undersigned hereby appoints Ezra Dabah and Steven Balasiano, and each
of them proxies, each with power of substitution, to vote for the undersigned at
the Annual Meeting of Stockholders of The Children's Place Retail Stores, Inc.
to be held at The Children's Place, 915 Secaucus Road, Secaucus, NJ 07094, on
Tuesday, June 17, 2003, at 10 o'clock A.M., local time, and at any adjournment
thereof, with respect to:

IMPORTANT: SIGN ON OTHER SIDE

ANNUAL MEETING OF STOCKHOLDERS OF
THE CHILDREN'S PLACE RETAIL STORES, INC.
JUNE 17, 2003

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach and mail in the envelope provided.

- --------------------------------------------------------------------------------

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE |X|
- --------------------------------------------------------------------------------

1. The Board of Directors has nominated the persons listed below to serve as
Directors until 2006.

NOMINEES

| | WITHHOLD AUTHORITY
FOR ALL NOMINEES

| | FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as shown here:

- --------------------------------------------------------------------------------
To change the address on your account, please check the box at right
and indicate your new address in the address space above. Please note | |
that changes to the registered name(s) on the account may not be
submitted via this method.
- --------------------------------------------------------------------------------

Signature of Stockholder _________________________ Date:_____________

NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as an attorney, executor, administrator,
trustee or guardian, give the full title. If a corporation, sign in full
corporate name by President or other authorized officer. If a partnership, sign
in partnership name by authorized persons.

2. To ratify the selection of Deloitte & Touche LLP as independent public
accountants of the Company for the fiscal year ending January 31, 2004.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF THE DIRECTOR NOMINEES LISTED IN PROPOSAL (1) AT
LEFT AND "FOR" PROPOSAL (2).

The undersigned hereby acknowledges receipt of the (i) Notice of Annual
Meeting and Proxy Statement and (ii) the Company's 2002 Annual Report.

PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES.