CARTERS INC — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2011-02-24

Reporting Person: WHETZEL CHARLES E JR (EVP & Chief Sourcing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-24	Common Stock	A	16000	—	Acquired	148242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-24	Employee Stock (Right to Purchase)	$28.44	A	12000	Acquired	2021-02-24	Common Stock (12000)	Direct

Footnotes

F1: These shares vest in four equal annual installments beginning on February 24, 2012.

F2: Granted at no cost to the Reporting Person.

F3: These options are time-vesting options that vest in four equal annual installments beginning February 24, 2012.