exv10w2






Exhibit
10.2




HANESBRANDS INC.




RETIREMENT SAVINGS PLAN






Conformed
through Eighth Amendment














 





TABLE OF CONTENTS




	 	 	 
	 	 	PAGE
	SECTION 1
	 	1
	1.01 Background; Purpose of Plan
	 	1
	1.02 Effective Date; Plan Year
	 	2
	1.03 Plan Administration
	 	2
	1.04 Plan Supplements
	 	2
	1.05 Trustee; Trust
	 	2
	 
	 	 
	SECTION 2
	 	3
	Definitions
	 	3
	2.01 Account
	 	3
	2.02 Accounting Date
	 	3
	2.03 Actual Deferral Percentage
	 	3
	2.04 Adjusted Net Worth
	 	3
	2.05 After-Tax Account
	 	3
	2.06 Alternate Payee
	 	3
	2.07 Annual Addition
	 	4
	2.08 Annual Company Contribution
	 	4
	2.09 Annual Company Contribution Account
	 	4
	2.10 Appeal Committee
	 	4
	2.11 Before-Tax Contribution
	 	4
	2.12 Before-Tax Contribution Account
	 	4
	2.13 Beneficiary
	 	4
	2.14 Catch-Up Contribution
	 	4
	2.15 Code
	 	5
	2.16 Committee
	 	5
	2.17 Company
	 	5
	2.18 Compensation
	 	5
	2.19 Contribution Percentage
	 	6
	2.20 Controlled Group Member
	 	6
	2.21 Covered Group
	 	6
	2.22 Direct Rollover
	 	6
	2.23 Distributee
	 	6
	2.24 Effective Date
	 	6
	2.25 Elective Deferral
	 	7
	2.26 Eligible Employee
	 	7
	2.27 Eligible Retirement Plan
	 	7
	2.28 Eligible Rollover Distribution
	 	7
	2.29 Employee
	 	8
	2.30 Employer
	 	8
	2.31 Employer Contributions
	 	8
	2.32 ERISA
	 	9
















 






TABLE OF CONTENTS

(continued)





	 	 	 
	 	 	PAGE
	2.33 Excess Contribution
	 	9
	2.34 Excess Deferral
	 	9
	2.35 Excess Matching Contribution
	 	9
	2.36 Fair Market Value
	 	9
	2.37 Forfeiture
	 	9
	2.38 Hanesbrands Stock
	 	9
	2.39 Highly Compensated Employee
	 	10
	2.40 Hour of Service
	 	10
	2.41 Investment Committee
	 	10
	2.42 Leased Employee
	 	10
	2.43 Leave of Absence
	 	10
	2.44 Limitation Year
	 	11
	2.45 Matching Contributions
	 	11
	2.46 Matching Contribution Account
	 	11
	2.47 Maternity or Paternity Absence
	 	11
	2.48 Normal Retirement Age
	 	11
	2.49 One-Year Break in Service
	 	11
	2.50 Participant
	 	12
	2.51 Period of Service
	 	12
	2.52 Plan
	 	12
	2.53 Plan Year
	 	13
	2.54 Predecessor Company
	 	13
	2.55 Predecessor Company Account
	 	13
	2.56 Predecessor Plan
	 	13
	2.57 Required Commencement Date
	 	13
	2.58 Rollover Contribution
	 	13
	2.59 Rollover Contribution Account
	 	13
	2.60 Sara Lee Plan
	 	14
	2.61 Sara Lee Stock
	 	14
	2.62 Separation Date
	 	14
	2.63 Service
	 	14
	2.64 Spin-Off, Spin-Off Date
	 	14
	2.65 Totally Disabled or Total Disability
	 	14
	2.66 Transferred Participants
	 	14
	2.67 Trust Agreement
	 	15
	2.68 Trust Fund
	 	15
	2.69 Trustees
	 	15
	2.70 Year of Service
	 	15
	 
	 	 
	SECTION 3
	 	17
	Participation
	 	17
	3.01 Eligibility to Participate
	 	17
	3.02 Covered Group
	 	18






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TABLE OF CONTENTS

(continued)





	 	 	 
	 	 	PAGE
	3.03 Leave of Absence
	 	18
	3.04 Leased Employees
	 	18
	 
	 	 
	SECTION 4
	 	20
	Before-Tax Contributions
	 	20
	4.01 Before-Tax Contributions
	 	20
	4.02 Catch-Up Contributions
	 	21
	4.03 Change in Election
	 	21
	4.04 Direct Transfers and Rollovers
	 	21
	 
	 	 
	SECTION 5
	 	23
	Employer Contributions
	 	23
	5.01 Before-Tax Contributions
	 	23
	5.02 Annual Company Contribution
	 	23
	5.03 Matching Contributions
	 	24
	5.04 Transition Contribution
	 	24
	5.05 Allocation of Annual Company Contribution
	 	25
	5.06 Payment of Matching Contributions
	 	25
	5.07 Allocation of Matching Contributions
	 	25
	5.08 Payment of Employer Contributions
	 	25
	5.09 Limitations on Employer Contributions
	 	25
	5.10 Verification of Employer Contributions
	 	25
	 
	 	 
	SECTION 6
	 	27
	Contribution Limits
	 	27
	6.01 Actual Deferral Percentage Limitations
	 	27
	6.02 Limitation on Matching Contributions
	 	27
	6.03 Dollar Limitation
	 	28
	6.04 Allocation of Earnings to Distributions of
Excess Deferrals, Excess Contributions and Excess Matching
Contributions
	 	29
	6.05 Contribution Limitations
	 	29
	 
	 	 
	SECTION 7
	 	31
	Period of Participation
	 	31
	7.01 Separation Date
	 	31
	7.02 Restricted Participation
	 	31
	 
	 	 
	SECTION 8
	 	33
	Accounting
	 	33
	8.01 Separate Accounts
	 	33
	8.02 Adjustment of Participants’ Accounts
	 	33
	8.03 Crediting of 401(k) Contributions
	 	34






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TABLE OF CONTENTS

(continued)





	 	 	 
	 	 	PAGE
	8.04 Charging Distributions
	 	35
	8.05 Statement of Account
	 	35
	 
	 	 
	SECTION 9
	 	36
	The Trust Fund and Investment of Trust Assets
	 	36
	9.01 The Trust Fund
	 	36
	9.02 The Investment Funds
	 	36
	9.03 Investment of Contributions
	 	36
	9.04 Change in Investment of Contributions
	 	36
	9.05 Elections to Transfer Balances Between Accounts; Diversification
	 	37
	9.06 Voting of Stock; Tender Offers
	 	37
	9.07 Confidentiality of Participant Instructions
	 	38
	 
	 	 
	SECTION 10
	 	39
	Payment of Account Balances
	 	39
	10.01 Payments to Participants
	 	39
	10.02 Distributions in Shares
	 	42
	10.03 Beneficiary
	 	42
	10.04 Missing Participants and Beneficiaries
	 	44
	10.05 Rollovers
	 	44
	10.06 Forfeitures
	 	45
	10.07 Recovery of Benefits
	 	45
	10.08 Dividend Pass-Through Election
	 	46
	10.09 Minimum Distributions
	 	46
	 
	 	 
	SECTION 11
	 	50
	11.01 Loans to Participants
	 	50
	11.02 After-Tax Withdrawals
	 	52
	11.03 Hardship Withdrawals
	 	52
	11.04 Age 59-1/2 Withdrawals
	 	54
	11.05 Additional Rules for Withdrawals
	 	54
	 
	 	 
	SECTION 12
	 	56
	Reemployment
	 	56
	12.01 Reemployed Participants
	 	56
	12.02 Calculation of Service Upon Reemployment
	 	56
	 
	 	 
	SECTION 13
	 	59
	Special Rules for Top-Heavy Plans
	 	59
	13.01 Purpose and Effect
	 	59
	13.02 Top Heavy Plan
	 	59
	13.03 Key Employee
	 	59






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TABLE OF CONTENTS

(continued)





	 	 	 
	 	 	PAGE
	13.04 Minimum Employer Contribution
	 	60
	13.05 Aggregation of Plans
	 	60
	13.06 No Duplication of Benefits
	 	60
	13.07 Compensation
	 	60
	 
	 	 
	SECTION 14
	 	61
	General Provisions
	 	61
	14.01 Committee’s Records
	 	61
	14.02 Information Furnished by Participants
	 	61
	14.03 Interests Not Transferable
	 	61
	14.04 Domestic Relations Orders
	 	61
	14.05 Facility of Payment
	 	62
	14.06 No Guaranty of Interests
	 	62
	14.07 Rights Not Conferred by the Plan
	 	62
	14.08 Gender and Number
	 	62
	14.09 Committee’s Decisions Final
	 	63
	14.10 Litigation by Participants
	 	63
	14.11 Evidence
	 	63
	14.12 Uniform Rules
	 	63
	14.13 Law That Applies
	 	63
	14.14 Waiver of Notice
	 	63
	14.15 Successor to Employer
	 	63
	14.16 Application for Benefits
	 	63
	14.17 Claims Procedure
	 	64
	14.18 Action by Employers
	 	64
	 
	 	 
	SECTION 15
	 	65
	No Interest in Employers
	 	65
	 
	 	 
	SECTION 16
	 	66
	Amendment or Termination
	 	66
	16.01 Amendment
	 	66
	16.02 Termination
	 	66
	16.03 Effect of Termination
	 	66
	16.04 Notice of Amendment or Termination
	 	66
	16.05 Plan Merger, Consolidation, Etc.
	 	67
	 
	 	 
	SECTION 17
	 	68
	Relating to the Plan Administrator and Committees
	 	68
	17.01 The Employee Benefits Administrative Committee
	 	68
	17.02 The ERISA Appeal Committee
	 	69
	17.03 Secretary of the Committee
	 	70
	17.04 Manner of Action
	 	70






-v-









 






TABLE OF CONTENTS

(continued)





	 	 	 
	 	 	PAGE
	17.05 Interested Party
	 	71
	17.06 Reliance on Data
	 	71
	17.07 Committee Decisions
	 	71
	 
	 	 
	SECTION 18
	 	72
	Adoption of Plan by Controlled Group Members
	 	72
	 
	 	 
	SECTION 19
	 	73
	Supplements to the Plan
	 	73
	 
	 	 
	EXHIBIT A
	 	74
	Accounts Transferred from the Sara Lee Plan
	 	74
	 
	 	 
	SUPPLEMENT A
	 	 
	Provisions Relating to the Merger of the National Textiles,
L.L.C. 401(k) Plan into the
Hanesbrands Inc. Retirement Savings Plan
	 	 
	 
	 	 
	SUPPLEMENT B
	 	 
	Special Participation Provisions
	 	 






-vi-









 





HANESBRANDS INC.

RETIREMENT SAVINGS PLAN




(Effective as of July 24, 2006)




SECTION 1




1.01 Background; Purpose of Plan




     The purpose of the Plan is to permit Eligible Employees of Hanesbrands Inc. (the “Company”)
and the other Employers to accumulate their retirement savings on a tax-favored basis. A portion of
the Plan (that portion of the Plan invested in the Sara Lee Corporation Common Stock Fund prior to
the Spin-Off date and that portion of the Plan invested in the Hanesbrands Inc. Common Stock Fund
thereafter) is designed to invest primarily in qualifying employer securities and is intended to
satisfy the requirements of an employee stock ownership plan (as defined in Section 4975(e)(7) of
the Code) (the ESOP component); up to 100% of Plan assets may be invested in qualifying employer
securities. The remaining portion of the Plan is a profit sharing plan intended to satisfy all
requirements of Section 401(a) of the Code and includes a cash or deferred arrangement intended to
satisfy the requirements of Section 401(k) of the Code (the 401(k) component). For each Plan Year,
the 401(k) component shall include all of a Participant’s Before-Tax Contributions, the Employers’
Matching Contributions, the Additional Company Contribution and, for the 2006 Plan Year, the
Transition Contribution allocable to the Participant with respect to that Plan Year, for all
purposes of the Plan.



     As of the Effective Date, the benefits of each Transferred Participant shall be transferred
from the Sara Lee Plan, and continued in the form of, the Plan. As soon as administratively
practicable on or after the Effective Date, (i) liabilities equal to the aggregate Account
balances, as adjusted through the Effective Date, of each Transferred Participant shall be
transferred from the Sara Lee Plan to the Plan and credited to the appropriate Plan accounts of
each Transferred Participant and subject to the terms and conditions of the Plan, and (ii) the
assets of the trust funding the Sara Lee Plan attributable to Transfer Participants’ benefits shall
be transferred (in kind) to the Trustee of the Trust. The transfer of the Transferred
Participants’ benefits from the Sara Lee Plan into the Plan and the transfer of assets to the Trust
shall comply with Sections 401(a)(12), 411(d)(6), and 414(l) of the Code and the regulations
thereunder.



     After the Effective Date, if a Transferred Participant becomes entitled to an additional
allocation under the Sara Lee Plan, then assets and liabilities equal to the additional amount so
allocable shall be transferred from the Sara Lee Plan to the Plan as soon as administratively
practicable after the allocable amount has been determined and shall be invested pursuant to the
Transferred Participant’s current investment elections. In addition, if a Transferred Participant
transfers to employment with an Employer after the Effective Date but before the Spin-Off Date,
then assets and liabilities equal to the Transferred Participant’s account balance in the Sara Lee
Plan shall be transferred to the Plan and invested in accordance with the Transferred Participant’s
current investment elections. The transfers described in this paragraph shall comply with Sections
401(a)(12), 411(d)(6) and 414(l) of the Code and the regulations thereunder.



1









 





1.02 Effective Date; Plan Year




     Except as otherwise required to comply with applicable law or as specifically provided herein,
the Plan is effective July 24, 2006 (the “Effective Date”). The first “Plan Year” is a short plan
year beginning as of July 24, 2006 and ending December 31, 2006. Thereafter, the “Plan Year” shall
be the twelve month period from each January 1 through December 31.



1.03 Plan Administration




     As described in Subsection 17.01, the Committee shall be the administrator (as that term is
defined in Section 3(16)(A) of ERISA) of the Plan and shall be responsible for the administration
of the Plan; provided, however, that the Committee may delegate all or any part of its powers,
rights, and duties under the Plan to such person or persons as it may deem advisable.



1.04 Plan Supplements




     The provisions of the Plan may be modified by Supplements to the Plan. The terms and
provisions of each Supplement are a part of the Plan and supersede the other provisions of the Plan
to the extent necessary to eliminate inconsistencies between such other Plan provisions and such
Supplement.



1.05 Trustee; Trust




     Amounts contributed under the Plan are held and invested, until distributed, by the Trustee.
The Trustee acts in accordance with the terms of the Trust, which implements and forms a part of
the Plan. The provisions of and benefits under the Plan are subject to the terms and provisions of
the Trust.



2









 





SECTION 2




Definitions




     The following terms, when used herein, unless the context clearly indicates otherwise, shall
have the following respective meanings:



2.01 Account




     Except as may be stated elsewhere in the Plan, “Account” and “Accounts” mean all accounts and
subaccounts maintained for a Participant (or for a Beneficiary after a Participant’s death or for
an Alternate Payee).



2.02 Accounting Date




     “Accounting Date” means each day the value of an Investment Fund is adjusted for
contributions, withdrawals, distributions, earnings, gains, losses or expenses, any date designated
by the Committee as an Accounting Date, and an Accounting Date occurring under SECTION 8. It is
anticipated that each Investment Fund will be valued as of each day on which the New York Stock
Exchange is open for trading and the Trustee is open for business.



2.03 Actual Deferral Percentage




     “Actual Deferral Percentage” for a group of Eligible Employees for a Plan Year means the
average of the deferral ratios (determined separately for each Eligible Employee in such group) of:
(a) the Eligible Employee’s Before-Tax Contributions for the Plan Year; to (b) the Eligible
Employee’s compensation (determined in accordance with Code Section 414(s)) for such Plan Year.



2.04 Adjusted Net Worth




     “Adjusted Net Worth” of an Investment Fund as of any Accounting Date means the then net worth
of that Investment Fund as determined by the Trustee in accordance with the provisions of the Trust
Agreement.



2.05 After-Tax Account




     “After-Tax Account” means an Account maintained pursuant to Subparagraph 8.01(d).



2.06 Alternate Payee




     “Alternate Payee” means a spouse, former spouse, child or other dependent of a Participant
entitled to receive payment of a portion of the Participant’s vested Plan benefits under a
qualified domestic relations order, as defined in Section 414(p) of the Code.



3









 





2.07 Annual Addition




     “Annual Addition” for any Limitation Year means the sum of annual additions to a Participant’s
Account for the Limitation Year. Notwithstanding any Plan provision to the contrary, a
Participant’s Annual Addition shall be determined in accordance with Code Section 415 and
applicable Treasury regulations issued thereunder.



2.08 Annual Company Contribution




     “Annual Company Contribution” means a contribution made by an Employer on behalf of each
Annual Company Contribution Participant pursuant to Subsection 5.02.



2.09 Annual Company Contribution Account




     “Annual Company Contribution Account” means an Account maintained pursuant to Subparagraph
8.01(c).



2.10 Appeal Committee




     “Appeal Committee” means an ERISA Appeal Committee as described in Subsection 17.02 of the
Plan.



2.11 Before-Tax Contribution




     “Before-Tax Contribution” means the compensation deferrals under Code Section 401(k) a
Participant elects to make pursuant to Subsection 4.01. Notwithstanding the foregoing, for
purposes of implementing the required limitations of Code Sections 401(k), 402(g), and 415
contained in Subsections 6.01, 6.03 and 6.05, Before-Tax Contributions shall not include Catch-Up
Contributions or deferrals made pursuant to Code Section 414(u) by reason of an Eligible Employee’s
qualified military service.



2.12 Before-Tax Contribution Account




     “Before-Tax Contribution Account” means the Account maintained by the Committee pursuant to
Subparagraph 8.01(a).



2.13 Beneficiary




     “Beneficiary” means any person or persons (who may be designated contingently, concurrently or
successively) to whom a Participant’s Account balances are to be paid if the Participant dies
before he or she receives his or her entire vested Account.



2.14 Catch-Up Contribution




     “Catch-Up Contribution” means the deferrals of Compensation under Code Section 414(v) an
eligible Participant elects to make pursuant to Subsection 4.02.



4









 





2.15 Code




     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



2.16 Committee




     “Committee” means the Committee appointed by the Company to administer the Plan as described
in SECTION 17 of the Plan.



2.17 Company




     “Company” means Hanesbrands Inc. or any successor organization or entity that assumes the
Plan.



2.18 Compensation




     “Compensation” for a Plan Year means the total wages (as defined in Section 3401(a) of the
Code) paid to an individual by an Employer for the period in question for services rendered as an
Employee of an Employer, which are subject to income tax withholding at the source, determined
without regard to any exceptions to the withholding rules that limit the remuneration included in
such wages and that are based on the nature or location of the employment or the services
performed, determined in accordance with the following:




	 	(a)	 	Including (i) elective contributions made on behalf of the
Employee pursuant to the Employee’s salary
reduction agreement under Sections 125, 401(k),
and 132(f)(4) of the Code; and (ii) any differential wage payment
(as defined in Section 3401(h)(2) of the Code).
	 
	 	(b)	 	Excluding the following:






	 	(i)	 	Nonqualified stock option exercise income;
	 
	 	(ii)	 	Stock awards;
	 
	 	(iii)	 	Gains attributable to the sale of stock within the two (2)
year period beginning on the date of grant under an employee stock purchase
plan as described in Section 423 of the Code;
	 
	 	(iv)	 	Reimbursements or other expense allowances;
	 
	 	(v)	 	Fringe benefits (cash and non-cash);
	 
	 	(vi)	 	Moving expenses;
	 
	 	(vii)	 	Deferred compensation when earned or paid;
	 
	 	(viii)	 	Welfare benefits; and




5









 






	 	(ix)	 	Severance pay.




For purposes of (A) determining and allocating contributions under Subsections 4.02, 5.02, 5.03 and
5.04, (B) applying the maximum percentage limitation specified in Subsection 4.01, and (C) applying
the limitations of Subsections 6.01 and 6.02, the annual Compensation taken into account under the
Plan for any Participant for a Plan Year shall not exceed $220,000 (as adjusted by the Secretary of
the Treasury pursuant to Code Section 401(a)(17)(B)).




2.19 Contribution Percentage




     “Contribution Percentage” of a group of Eligible Employees for a Plan Year means the average
of the ratios (determined separately for each Eligible Employee in such group) of: (a) the Matching
Contributions made on behalf of such Eligible Employee for such Plan Year; to (b) the Eligible
Employee’s compensation (determined in accordance with Code Section 414(s)) for such Plan Year.



2.20 Controlled Group Member




     “Controlled Group Member” means the Company and any affiliated or related corporation that is
a member of a controlled group of corporations (within the meaning of Section 1563(a) of the Code)
that includes the Company or any trade or business (whether or not incorporated) which is under the
common control of the Company (within the meaning of Section 414(b), (c) or (m) of the Code).



2.21 Covered Group




     “Covered Group” means a group or class of Employees to which the Plan has been and continues
to be extended by an Employer pursuant to Subsection 3.02. A listing of the Covered Groups under
the Plan is included in Exhibit A to the Plan.



2.22 Direct Rollover




     “Direct Rollover” means a payment by the Plan to an Eligible Retirement Plan specified by the
Distributee.



2.23 Distributee




     “Distributee” means a Participant (including a Participant described in Subsection 7.02 of the
Plan) or Beneficiary. In addition, the Participant’s surviving spouse and the Participant’s spouse
or former spouse who is an Alternate Payee are Distributees with regard to the interest of the
spouse or former spouse.



2.24 Effective Date




     “Effective Date” of the Plan means July 24, 2006 as defined in Subsection 1.02.



6









 





2.25 Elective Deferral




     “Elective Deferral” means, with respect to any calendar year, each elective deferral as
defined in Code Section 402(g).



2.26 Eligible Employee




     “Eligible Employee” means an Employee who is a member of a Covered Group and is otherwise
eligible to participate in the Plan pursuant to either Subsection 3.01 or Subsection 12.01.



2.27 Eligible Retirement Plan




     “Eligible Retirement Plan” means the following:




	 	(a)	 	An individual retirement account described in Section 408(a) of the Code;
	 
	 	(b)	 	An annuity contract described in Section 403(b) of the Code;
	 
	 	(c)	 	An eligible plan under Section 457(b) of the Code which is maintained by a
state, political subdivision of a state or an agency or instrumentality of a state or
political subdivision of a state and which agrees to separately account for amounts
transferred to such plan from this Plan;
	 
	 	(d)	 	An individual retirement annuity described in Section 408(b) of the Code;
	 
	 	(e)	 	An annuity plan described in Section 403(a) of the Code; or
	 
	 	(f)	 	A qualified trust described in Section 401(a) of the Code that accepts the
Distributee’s Eligible Rollover Distribution.





2.28 Eligible Rollover Distribution




     “Eligible Rollover Distribution” means any distribution of all or any portion of the balance
to the credit of the Distributee, except that an Eligible Rollover Distribution does not include
the following:




	 	(a)	 	Any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life expectancy) of
the Distributee or the joint lives (or life expectancies) of the Distributee and the
Distributee’s designated beneficiary, or for a specified period of ten (10) years or
more;
	 
	 	(b)	 	Any distribution to the extent such distribution is required under Section
401(a)(9) of the Code;
	 
	 	(c)	 	Hardship withdrawals; and




7









 






	 	(d)	 	Any distribution excluded from the definition of “Eligible Rollover
Distribution” under the Code or applicable Treasury Regulations.




A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because
the portion includes After-Tax Contributions that are not includible in gross income; provided,
however, such portion may be transferred only to an individual retirement account or annuity
described in Code Section 408(a) or (b), a qualified retirement plan (either a defined contribution
plan or a defined benefit plan) described in Code Section 401(a) or 403(a), or an annuity contract
described in Code Section 403(b) that agrees to separately account for amounts so transferred.




2.29 Employee




     “Employee” means any person employed by one or more of the Employers who is on the regular
payroll of an Employer and whose wages from the Employer are reported for Federal income tax
purposes on Internal Revenue Service Form W-2 (or successor or equivalent form). Notwithstanding
any provision of the Plan to the contrary, an individual who performs services for a Controlled
Group Member but who is paid by an Employer under a common paymaster arrangement with such
Controlled Group Member shall not be considered an Employee for purposes of the Plan. An
Employer’s classification as to whether an individual constitutes an Employee shall be
determinative for purposes of an individual’s eligibility under the Plan. An individual who is
classified as an independent contractor (or other non-employee classification) shall not be
considered an Employee and shall not be eligible for participation in the Plan, regardless of any
subsequent reclassification of such individual as an Employee or employee of an Employer by an
Employer, any government agency, court, or other third-party. Any such reclassification shall not
have a retroactive effect for purposes of the Plan. Notwithstanding any other provision of the
Plan to the contrary, nonresident alien individuals receiving no U.S.-source income from any
Employer are not considered Employees under the Plan.



2.30 Employer




     “Employer” means the Company and each Controlled Group Member that adopts the Plan in
accordance with SECTION 18.



2.31 Employer Contributions




     “Employer Contributions” means the following contributions made by an Employer on behalf of a
Participant:




	 	(a)	 	Annual Company Contributions;
	 
	 	(b)	 	Matching Contributions;
	 
	 	(c)	 	Transition Contributions; and
	 
	 	(d)	 	Any contributions that are made by an Employer in lieu of the contributions
described in Subparagraphs (a), (b) or (c) above.






8











 





2.32 ERISA




     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



2.33 Excess Contribution




     “Excess Contribution” means the amount by which Before-Tax Contributions (determined without
regard to the Participant’s Catch-Up Contributions) for a Plan Year made by Highly Compensated
Employees exceed the limitations of Subsection 6.01, as determined in accordance with Treasury
Regulation Section 1.401(k)-2(b).



2.34 Excess Deferral




     “Excess Deferral” means the amount by which a Participant’s Before-Tax Contributions
(determined without regard to the Participant’s Catch-Up Contributions) exceed the limitations of
Code Section 402(g)(4), as provided in Subsection 6.03.



2.35 Excess Matching Contribution




     “Excess Matching Contribution” means the amount by which Matching Contributions for a Plan
Year made by or on behalf of Highly Compensated Employees exceed the limitations of Subsection
6.02, as determined in accordance with Treasury Regulation Section 1.401(m)-2(b).



2.36 Fair Market Value




     “Fair Market Value” means (a) with respect to Sara Lee Stock or Hanesbrands Stock held in the
Plan, the closing price per share on the New York Stock Exchange as of any date or (b) in the case
of any other stock for which there is no generally recognized market, the value determined as of a
particular date in accordance with Treasury Regulation Section 54.4975-11(d)(5) and based upon an
evaluation by an independent appraiser meeting the requirements of the regulations prescribed under
Section 401(a)(28)(C) of the Code or, in the absence of such regulations, requirements similar to
the requirements of the regulations prescribed under Section 170(a)(1) of the Code and having
expertise in rendering such evaluations.



2.37 Forfeiture




     “Forfeiture” means the amount by which a Participant’s Annual Company Contribution Account,
Transition Contribution Account, Matching Contribution Account and Predecessor Company Account (or
other Employer Contribution Account under any applicable Supplement to the Plan) is reduced under
Subsections 6.01, 6.02, 6.03, 10.01 or any applicable Supplement.



2.38 Hanesbrands Stock




     “Hanesbrands Stock” means shares of common stock of Hanesbrands Inc.; provided, however, that,
after the Spin-Off Date, such term shall include only such shares as constitute both “employer
securities” as defined in Section 409(l) of the Code and “qualifying employer securities” as
defined in Section 407(d)(5) of ERISA.



9









 





2.39 Highly Compensated Employee




     “Highly Compensated Employee” means a highly compensated employee as defined in Code Section
414(q) and the regulations thereunder. Generally, a Highly Compensated Employee means any Employee
who: (a) during the immediately preceding Plan Year received annual compensation from the Employers
(determined in accordance with Subsection 6.05 of the Plan) of more than $95,000 (or such greater
amount as may be determined by the Commissioner of Internal Revenue) and, at the Company’s
discretion for such preceding year, was in the top-paid twenty percent (20%) of the Employees for
that year; or (b) was a five percent (5%) owner of an Employer during the current Plan Year or the
immediately preceding Plan Year.



     A former Participant shall be treated as a Highly Compensated Employee if such Participant was
a Highly Compensated Employee when such Participant separated from service from a Controlled Group
Member or such Participant was a Highly Compensated Employee at any time after attaining age
fifty-five (55) years.



2.40 Hour of Service




     “Hour of Service” means any hour for which an Employee is compensated by an Employer, directly
or indirectly, or is entitled to compensation from an Employer for the performance of duties and
for reasons other than the performance of duties, and each previously uncredited hour for which
back pay has been awarded or agreed to by an Employer, irrespective of mitigation of damages.
Hours of Service shall be credited to the period for which duties are performed (or for which
payment is made if no duties were performed), except that Hours of Service for which back pay is
awarded or agreed to by an Employer shall be credited to the period to which the back pay award or
agreement pertains. The rules for crediting Hours of Service set forth in Section 2530.200b-2 of
Department of Labor regulations are incorporated by reference. References in this Subsection to an
Employer shall include any Controlled Group Member.



2.41 Investment Committee




     “Investment Committee” means the committee appointed by the Company to manage the assets of
the Plan and Trust.



2.42 Leased Employee




     “Leased Employee” means any person who is not an Employee of an Employer, but who has provided
services to an Employer under the primary direction or control of the Employer, on a substantially
full-time basis for a period of at least one year, pursuant to an agreement between the Employer
and a leasing organization.



2.43 Leave of Absence




     “Leave of Absence” for Plan purposes means an absence from work which is not treated by the
Participant’s Employer as a termination of employment or which is required by law to be



10









 







treated as a Leave of Absence. A Totally Disabled Employee shall not be considered to be on a
Leave of Absence for purposes of the Plan.



2.44 Limitation Year




     “Limitation Year” means the Plan Year.



2.45 Matching Contributions




     “Matching Contribution” means the amount of a Participant’s Before-Tax Contributions for which
a Matching Contribution is payable pursuant to Subsection 5.03. Notwithstanding the foregoing, for
purposes of implementing the required limitations of Code Sections 401(m) and 415 contained in
Subsections 6.02 and 6.05, Matching Contributions shall not include employer contributions made
pursuant to Code Section 414(u) by reason of an Eligible Employee’s qualified military service.



2.46 Matching Contribution Account




     “Matching Contribution Account” means an Account maintained pursuant to Subparagraph 8.01(b).



2.47 Maternity or Paternity Absence




     “Maternity or Paternity Absence” means an Employee’s absence from work because of the
pregnancy of the Employee or birth of a child of the Employee, the placement of a child with the
Employee, or for purposes of caring for the child immediately following such birth or placement.
The Committee may require the Employee to furnish such information as the Committee considers
necessary to establish that the Employee’s absence was for one of the reasons specified above.



2.48 Normal Retirement Age




     “Normal Retirement Age” means the date upon which a Participant attains age sixty-five (65)
years.



2.49 One-Year Break in Service




     “One-Year Break in Service” means each twelve (12) consecutive month period commencing on an
Employee’s or Participant’s Separation Date and on each anniversary of such date during which the
Employee or Participant does not perform an Hour of Service. In the case of a Maternity or
Paternity Absence, the twelve (12) consecutive month periods beginning on the first day of such
absence and the first anniversary thereof shall not constitute a One-Year Break in Service.



11









 





2.50 Participant




     “Participant” means each Eligible Employee who satisfies the requirements of Subsection 3.01
or 12.01, as applicable.



2.51 Period of Service




     “Period of Service” means a period beginning on the date an Employee enters Service (or
reenters Service) and ending on his or her Separation Date with respect to such period, subject to
the following special rules:




	 	(a)	 	An Employee shall be deemed to enter Service on the date he or she first
completes an Hour of Service.






	 	(b)	 	An Employee shall be deemed to reenter Service on the date following a
Separation Date when he or she again completes an Hour of Service.
	 
	 	(c)	 	An Employee shall be deemed to have continued in Service (and thus not to have
incurred a Separation Date) for the following periods:






	 	(i)	 	Any period for which he or she is required to be given credit
for Service under any laws of the United States; and
	 
	 	(ii)	 	The period (referred to herein as “Medical Leave”) prior to his
or her Separation Date during which he or she is unable, by reason of physical
or mental infirmity, or both, to perform satisfactorily the duties then
assigned to him or her or which an Employer or Controlled Group Member is
willing to assign to him or her, as determined by the Committee pursuant to a
medical examination by a medical doctor selected or approved by the Committee.
Such period shall end with the earlier of his or her Separation Date, or the
date of cessation of such inability.






	 	(d)	 	Subject to the rehire rules of Subsection 12.02, all periods of Service of an
Employee shall be aggregated in determining his or her Service.
	 
	 	(e)	 	If an Employee is absent from work because he or she quits, is discharged or
retires, and he or she reenters Service before the first anniversary of the date of
such absence, such date shall not constitute a Separation Date and the period of such
absence shall be included as Service.





2.52 Plan




     “Plan” means the Hanesbrands Inc. Retirement Savings Plan, as amended from time to time.



12









 





2.53 Plan Year




     The first “Plan Year” is a short plan year beginning as of July 24, 2006 and ending December
31, 2006. Thereafter, the “Plan Year” shall be the twelve (12) month period beginning each January
1 and ending on the next following December 31 as defined in Subsection 1.02.



2.54 Predecessor Company




     “Predecessor Company” means any corporation or other entity (other than Sara Lee Corporation),
the stock, assets or business of which was acquired by an Employer or another Controlled Group
Member prior to the Effective Date, or is acquired by an Employer or another Controlled Group
Member on or after the Effective Date, whether by merger, consolidation, purchase of assets or
otherwise, and any predecessor thereto designated by the Plan or by the Committee.



2.55 Predecessor Company Account




     “Predecessor Company Account” means an Account maintained pursuant to Subparagraph 8.01(f).



2.56 Predecessor Plan




     “Predecessor Plan” means a plan formerly maintained by a Controlled Group Member or a
Predecessor Company (other than the Sara Lee Plan) that has been merged into and continued in the
form of this Plan.



2.57 Required Commencement Date




     “Required Commencement Date” means the April 1 of the calendar year next following the later
of the calendar year in which the Participant attains age seventy and one-half (70-1/2) or the
calendar year in which his or her Separation Date occurs; provided, however, that the Required
Commencement Date of a Participant who is a five percent (5%) owner (as defined in Code Section
416) of an Employer or a Controlled Group Member with respect to the Plan Year ending in the
calendar year in which he or she attains age seventy and one-half (70-1/2) shall be April 1 of the
next following calendar year.



2.58 Rollover Contribution




     “Rollover Contribution” means a Participant’s contribution pursuant to Subsection 4.04.



2.59 Rollover Contribution Account




     “Rollover Contribution Account” means the Account maintained pursuant to Subparagraph 8.01(e).



13









 





2.60 Sara Lee Plan




     “Sara Lee Plan” means the Sara Lee Corporation 401(k) Plan.



2.61 Sara Lee Stock




     “Sara Lee Stock” means shares of common stock of Sara Lee Corporation.



2.62 Separation Date




     “Separation Date” means the earlier of (a) the date on which an Employee or Participant is no
longer employed by an Employer or a Controlled Group Member because he or she quits, retires, is
discharged or dies; or (b) the first anniversary of the first day of any period during which an
Employee or Participant remains absent from service with all Controlled Group Members for any
reason other than quit, retirement, discharge or death.



2.63 Service




     “Service” means the number of completed calendar years and months during a Participant’s
Periods of Service.



2.64 Spin-Off, Spin-Off Date




     “Spin-Off” means Sara Lee Corporation’s distribution of all of its interest in Hanesbrands
Inc. The actual date of the Spin-Off shall be known as the “Spin-Off Date.”



2.65 Totally Disabled or Total Disability




     “Totally
Disabled” or “Total Disability” when used in reference to a Participant means that
condition of the Participant resulting from injury or illness which:




	 	(a)	 	Results in such Participant’s entitlement to and receipt of monthly disability
insurance benefits under the Federal Social Security Act; or
	 
	 	(b)	 	Results in such Participant’s entitlement to and receipt of (or would result in
receipt of but for any applicable benefit waiting period) long-term disability benefits
under a long-term disability income plan maintained or adopted by such Participant’s
Employer.





2.66 Transferred Participants




     “Transferred Participant” means:




	 	(a)	 	any participant who has an account in the Sara Lee Plan and is employed by
Hanesbrands Inc. or a Sara Lee Corporation division listed on Exhibit A on the
Effective Date;




14









 






	 	(b)	 	any participant who (i) has an account in the Sara Lee Plan on the Effective
Date, and (ii) after the Effective Date but before the Spin-Off Date is transferred
from employment with Sara Lee Corporation (or a subsidiary) to employment as an
Eligible Employee of Hanesbrands Inc. or of a Sara Lee Corporation division listed on
Exhibit A; and
	 
	 	(c)	 	any participant in the Sara Lee Plan who was not employed by any controlled
group member of Sara Lee Corporation on the Effective Date but who was last employed by
Hanesbrands Inc., the Sara Lee Branded Apparel division of Sara Lee Corporation, or a
Sara Lee Corporation division listed in Exhibit A.”





2.67 Trust Agreement




     “Trust Agreement” means the Hanesbrands Inc. Retirement Savings Plan Trust, which implements
and forms a part of the Plan.



2.68 Trust Fund




     “Trust Fund” means all assets held or acquired by the Trustee in accordance with the Plan and
the Trust.



2.69 Trustees




     “Trustees” mean the person or persons appointed to act as Trustees under the Trust Agreement.



2.70 Year of Service




     “Year of Service” means an Employee’s continuous employment by one or more of the Employers or
other Controlled Group Members for the twelve (12) month period beginning on the Employee’s date of
hire or on any anniversary of that date, subject to the provisions of Subsection 12.01 and the
following:




	 	(a)	 	A period of concurrent Service with two (2) or more of the Employers and the
other Controlled Group Members will be considered as employment with only one of them
during that period.
	 
	 	(b)	 	If an Employee is on a Leave of Absence authorized by his or her Employer, his
or her period of continuous employment shall include such Leave of Absence, except for
any portion thereof for which he or she is not granted rights as to reemployment by an
Employer or a Controlled Group Member under any applicable statute.
	 
	 	(c)	 	If and to the extent the Committee so provides, part or all of the last
continuous period of employment of an Employee with an Employer or any Predecessor




15









 






	 	 	 	Company prior to the date of coverage hereunder shall be included in determining
Years of Service; except that:






	 	(i)	 	All service of a Transferred Participant that was recognized
under the Sara Lee Plan as of the Effective Date shall be recognized and taken
into account under the Plan to the same extent as if such service had been
completed under the Plan, subject to any applicable break in service rules
under the Sara Lee Plan and the Plan.
	 
	 	(ii)	 	If an individual (A) was previously employed by the Sara Lee
Corporation (referred to as the “prior employers” for purposes of this
Subparagraph), and (B) subsequently becomes an Employee of an Employer or a
Controlled Group Member; all of the individual’s service with the prior
employers shall be recognized and taken into account under the Plan to the same
extent as if such service had been completed under the Plan, subject to any
applicable break in service rules under the applicable prior employer’s plans
and the Plan.






	 	(d)	 	The foregoing provisions of this Subsection shall not be applied so as to allow
an Employee to become a Participant in the Plan prior to the Employee’s actual
employment by an Employer and his or her becoming a member of a Covered Group of
Employees.




16









 











SECTION 3




Participation




3.01 Eligibility to Participate





	 	(a)	 	Eligible Participants.






	 	(i)	 	Each Transferred Participant shall become a Participant on the
Effective Date or, if later, on the date of a transfer of employment described
in Subparagraph 2.66(b), subject to the terms and conditions of the Plan. Each
other Eligible Employee hired prior to January 1, 2008 shall become a
Participant on the first date of the first payroll period following the date he
or she attains age twenty-one (21) or on January 1, 2008, if earlier; except
that Eligible Employees hired prior to January 1, 2008 and described in
Supplement B to the Plan shall become Participants on their dates of hire
without regard to their then attained age. Notwithstanding the foregoing, each
Eligible Employee hired prior to January 1, 2008 must have attained age
twenty-one (21) before becoming eligible for Annual Company Contributions
provided under Subsection 5.02. An Eligible Employee may become a Participant
only if he or she is a member of a Covered Group.
	 
	 	(ii)	 	Each Eligible Employee hired on or after January 1, 2008 shall
become a Participant as follows:






	 	(A)	 	With respect to Before-Tax Contributions,
Catch-Up Contributions, and Matching Contributions, immediately
following the date the Eligible Employee has completed at least 30 days
of Service; and
	 
	 	(B)	 	With respect to Annual Company Contributions,
upon his or her date of hire as an Eligible Employee or the date he or
she attains age twenty-one (21), if later;






	 	 	 	in each case, provided the Eligible Employee is then a member of a Covered
Group.”






	 	(b)	 	Special Participation Rules. Notwithstanding any provision of the Plan
to the contrary, the following special participation rules shall apply:






	 	(i)	 	“Participants” only for purposes of Subsection 4.04. For
purposes of transferred amounts or Rollover Contributions made pursuant to
Subsection 4.04, the term “Participant” shall include an Employee of an
Employer who is not yet a Participant in the Plan, but such “Participant”




17









 






	 	 	 	may not make Before-Tax Contributions or receive any Employer Contributions
before satisfying the requirements of this Section.
	 
	 	(ii)	 	Transfer Between Covered Groups. In the event an
Employee or Participant transfers employment from one Covered Group to a
different Covered Group that is not eligible for the same contributions and
benefits under the Plan, such individual shall be treated as terminating
employment and simultaneously being reemployed under Subsection 12.01 solely
for purposes of determining his or her eligibility for contributions and
benefits under the Plan during his or her employment with the new Covered
Group.
	 
	 	(iii)	 	Inactive Transferred Participants. Transferred
Participants who are not actively employed by an Employer in a Covered Group
shall be treated as terminated or restricted participants under Subsection 7.02
of the Plan.





3.02 Covered Group




     Designation of a Covered Group when made by the Company shall be effected by action of the
Committee or by a person or persons authorized by said Committee. Designation of a Covered Group
when made by any other Employer shall be effected by action of that Employer’s Board of Directors
or a person or persons so authorized by that Board. Notwithstanding the foregoing, Employees who
are or who become members of a group or class of Employees included in a collective bargaining unit
covered by a collective bargaining agreement between an Employer and the collective bargaining
representative of such Employees and who, as a consequence of good faith bargaining between the
Employer and such representative, are excluded from participation in the Plan shall not be
considered as belonging to a Covered Group.



3.03 Leave of Absence




     A Leave of Absence will not interrupt continuity of participation in the Plan. Leaves of
Absence will be granted under an Employer’s rules applied uniformly to all Participants similarly
situated. Notwithstanding any provision of the Plan to the contrary, (i) contributions, benefits, and service
credit with respect to qualified military service will be provided in accordance with Section 414(u)
of the Code, and (ii) in the case of a Participant who dies while performing qualified military
service (as defined in Section 414(u) of the Code) on or after January 1, 2007, the survivors of
the Participant will be entitled to any benefits (other than benefit accruals relating to the period
of qualified military service) provided under the plan had the Participant resumed and then terminated
employment on account of death. In any case where a Participant is on a Leave of Absence or is a
Totally Disabled Participant and his or her employment with an Employer and its Subsidiaries is
terminated for any other reason, then his or her employment with the Employers for purposes of the
Plan will be considered terminated on the same date and for the same reason.



3.04 Leased Employees




     A Leased Employee shall not be eligible to participate in the Plan. The period during which a
Leased Employee performs services for an Employer shall be taken into account for purposes of
Subsection 10.01 of the Plan, unless (a) such Leased Employee is a participant in a money purchase
pension plan maintained by the leasing organization which provides a non-integrated employer
contribution rate of at least 10 percent (10%) of compensation, immediate



18









 




participation for all employees and full and immediate vesting, and (b) Leased Employees do
not constitute more than 20 percent (20%) of the Employers’ nonhighly compensated workforce.




19









 








SECTION 4




Before-Tax Contributions




4.01 Before-Tax Contributions





	 	(a)	 	Before-Tax Contribution Election. Each full-time and part-time, exempt
and non-exempt salaried or hourly Participant may elect to defer a portion of his or
her Compensation for any Plan Year by electing to have a percentage (in multiples of
one percent (1%) not to exceed fifty percent (50%)) of his or her Compensation
contributed to the Plan on his or her behalf by his or her Employer as Before-Tax
Contributions. A Participant may elect to make such Before-Tax Contributions beginning
as soon as administratively possible following the date he or she becomes a
Participant, subject to Subparagraph (b) below. Notwithstanding any Plan provision to
the contrary, a Participant may make a Before-Tax Contribution election only with
respect to amounts that are compensation within the meaning of Code Section 415 and
Treasury Regulations Section 1.415(c)-2.
	 
	 	(b)	 	Automatic Deferral Election. Notwithstanding Subparagraph (a) above,
each Participant as of January 1, 2008 who has not previously made an affirmative
election under the Plan and each individual who becomes an Eligible Employee on or
after January 1, 2008 will be deemed to have automatically elected to have four percent
(4%) of his or her Compensation contributed to the Plan as Before-Tax Contributions
beginning on January 1, 2008 or as soon as administratively possible after the Eligible
Employee becomes a Participant under Subparagraph 3.01(a), if later. Each such
Participant’s deferral percentage shall increase automatically by one percent (1%) each
Plan Year thereafter, up to six percent (6%) of Compensation; provided, however, that
the automatic deferral percentage for an Eligible Employee who becomes a Participant
during the last three months of a Plan Year shall not increase until the beginning of
the second Plan Year following his or her participation date; and further provided that
automatic increases under this Subparagraph shall not apply once a Participant has made
an affirmative election to change his or her deferral percentage, including an
affirmative election to cease all deferrals. Prior to the date an automatic deferral
election is effective, the Committee shall provide the Eligible Employee with a notice
that explains the automatic deferral feature, the Eligible Employee’s right to elect
not to have his or her Compensation automatically reduced and contributed to the Plan
or to have another percentage contributed, and the procedure for making an alternate
election. An automatic deferral election shall be treated for all purposes of the Plan
as a voluntary deferral election.
	 
	 	(c)	 	Reduction of Compensation. Before-Tax Contributions shall be made by a
reduction of such items of the Participant’s Compensation as each Employer shall
determine (on a uniform basis) for each payroll period by the applicable percentage
(not to exceed the maximum percentage determined by the Committee for any payroll
period). The amount deferred by a Participant will be withheld




20









 






	 	 	 	from the Participant’s Compensation and contributed to the Plan on the Participant’s
behalf by the Participant’s Employer in accordance with Subsection 5.01.





4.02 Catch-Up Contributions




     A Participant who has attained age fifty (50) years (or will attain age fifty (50) years by
the end of the Plan Year) may elect to defer an additional amount of Compensation as Before-Tax
Contributions for such Plan Year in accordance with and subject to the limitations of Section
414(v) of the Code (“Catch-Up Contributions”). Before-Tax Contributions shall not include Catch-Up
Contributions for purposes of implementing the required limitations of Code Sections 401(k),
402(g), and 415 contained in Subsections 6.01, 6.03, and 6.05, respectively.



4.03 Change in Election




     Each Participant who has made an election for any Plan Year pursuant to Subsection 4.01 or
4.02 (if applicable) may subsequently make an election to discontinue the deferral of his or her
Compensation (but not retroactively) as of the beginning of any payroll period. If a Participant
discontinues his or her deferrals, he or she may subsequently elect under Subsection 4.01 or 4.02
(if applicable) to have a deferral resumed as of any subsequent payroll period. A Participant also
may elect to change (but not retroactively) the rate of his or her Tax-Deferred Contributions and
the amount of his or her Catch-Up Contributions (if applicable) as of the beginning of any payroll
period, within the limits specified in Subsection 4.01 and 4.02 (if applicable). Elections under
this Subsection shall be made in such manner and in accordance with such rules as the Committee
determines. If the Committee in its discretion determines that elections under this Subsection
shall be made in a manner other than in writing, any Participant who makes an election pursuant to
such method may receive written confirmation of such election; further, any such election and
confirmation will be the equivalent of a writing for all purposes.



4.04 Direct Transfers and Rollovers




     The Committee in its discretion may direct the Trustee to accept:




	 	(a)	 	From a trustee or insurance company a direct transfer (or an Eligible Rollover
Distribution) of a Participant’s benefit (or portion thereof) under any other Eligible
Retirement Plan;
	 
	 	(b)	 	From a Participant as a Rollover Contribution an amount (or portion thereof)
received by the Participant as an Eligible Rollover Distribution from another Eligible
Retirement Plan; or
	 
	 	(c)	 	From a Participant as a Rollover Contribution the entire amount received by the
Participant as a distribution from an individual retirement account or an individual
retirement annuity where such amount is attributable to a rollover contribution of a
qualified total distribution pursuant to Section 408(d)(3)(A) of the Code;




21









 






	 	 	 	provided, however, that any such Rollover Contribution made by a Participant shall be in cash only
and comply with the provisions of the Code and the rules and regulations thereunder applicable to
tax-free rollovers and shall be exclusive of after-tax employee contributions. If after a Rollover
Contribution has been made the Committee learns that such contribution did not meet those
provisions, the Committee may direct the Trustee to make a distribution to the Participant of the
entire amount of the Rollover Contribution received. Any amount so transferred or contributed to
the Trustee will be credited to the Account of the Participant as determined by the Committee. If
any portion of a Participant’s benefits under the Plan is attributable to amounts which were
transferred to the Plan, directly or indirectly (but not in a direct rollover as defined in Section
401(a)(31) of the Code), from a Plan which is subject to the requirements of Section 401(a)(11) of
the Code, then the provisions of said Section 401(a)(11) shall apply to the benefits of such
Participant. The Committee in its discretion may direct the Trustee to transfer Account balances
of a group or class of Participants, by means of a trust-to-trust transfer, to the trustee (or
insurance company) of any other individual account, profit sharing or stock bonus plan intended to
meet the requirements of Section 401(a) of the Code.




22









 











SECTION 5




Employer Contributions




5.01 Before-Tax Contributions




     Subject to the limitations of this SECTION 5, the Employers will contribute to the Trustee on
behalf of each Participant the amount of such Participant’s Before-Tax Contributions under
Subsection 4.01. Such Before-Tax Contributions shall be paid to the Trustee as soon as practicable
after being withheld, but no later than the fifteenth (15th) business day of the next following
month, and allocated to Participants’ Current Year Before-Tax Contribution Subaccounts.



5.02 Annual Company Contribution




     For that portion of the first Plan Year that follows the Spin-Off Date and for each Plan Year
thereafter, the Employers shall contribute to the Plan as follows:




	 	(a)	 	For Participants who are exempt and non-exempt salaried employees,
an amount determined by the Company each year in its discretion, which amount
shall not be in excess of four percent (4%) of such Participants’ Compensation
for that portion of the Plan Year during which he or she was a salaried employee
and a Participant in the Plan.
	 
	 	(b)	 	For Participants who are hourly, non-union employees or are New York-based
sample department union Employees, an amount determined by the Company each year in its
discretion, which amount shall not be in excess of two percent (2%) of such
Participants’ Compensation for that portion of the Plan Year during which he or she was
an hourly employee and a Participant in the Plan.





     For 2006, the Employers shall make an additional contribution on behalf of each Participant
who is an exempt or non-exempt salaried employee. Such contribution shall equal two percent (2%)
of the Participant’s Compensation for that portion of the period beginning on January 1, 2006 (or
the date the Participant was transferred to employment with Hanesbrands Inc. or a Sara Lee
Corporation division listed on Exhibit A, if later) and ending on the Spin-Off Date during which
the Participant was a salaried employee; provided that no contribution shall be made with respect
to any period during which the employee was not a participant in the Plan or the Sara Lee Plan.
For purposes of determining the amount of a Participant’s contributions under this Subsection 5.02
for 2006, the Code Section 401(a)(17)(B) limit shall be applied to the sum of the Participant’s
Compensation paid from the Company and the Sara Lee Corporation during that year.



     Annual Company
Contributions under this Subsection 5.02 to be made for Plan Years beginning on or after January 1, 2008
shall be funded in either cash or shares of Hanesbrands Stock (which may be shares purchased
in the open market or authorized-but-unissued shares), as determined by the Committee. If shares of
Hanesbrands Stock are contributed, they shall be valued for allocation purposes at their Fair Market
Value as of the date of allocation. The Annual Company Contributions under this Subsection 5.02 shall
be immediately invested in accordance with the Participant’s current investment election. Notwithstanding the
foregoing, Participants shall be eligible to receive a contribution under this Subsection only if
they are employed with the Employer on the last day of the Plan Year (and for this purpose, any
Participant who is employed on the last business day of the Plan Year shall be considered to be




23












 




employed on the last day of the Plan Year), or if their employment ended during the Plan Year
as a result of retirement (Separation Date after age fifty-five (55) with ten (10) Years of
Service, or after age sixty-five (65)), death or Total Disability.




5.03 Matching Contributions





	 	(a)	 	As of the end of each quarter (or on  a more frequent basis as
determined by the Employers), the Employers will make a Matching
Contribution on behalf of each Participant equal to one hundred
percent (100%) of the Participant’s Before-Tax Contributions (including
Catch-Up Contributions) made since the last Employer Matching Contribution
that do not exceed four percent (4%) of the Participant’s Compensation.
	 
	 	(b)	 	As of the end of each calendar quarter (a “true up
allocation date”), a “true up” Matching Contribution
for each Participant who, as of the applicable true up allocation
date, did not receive the full Matching Contribution provided under Subparagraph (a)
and this Subparagraph (b), if applicable, based on the amount of his or her Before-Tax
Contributions (including Catch-Up Contributions) for the Plan Year as
of the applicable true up allocation date. Such true up Matching
Contribution will be equal to the difference between the Matching Contribution
actually made on behalf of such Participant for the Plan Year as of
the true up allocation date,
and the full Matching Contribution that the Participant would have been entitled to
receive for the Plan Year as of the true up allocation date if such Matching Contributions were
determined as of the true up allocation date instead of on a quarterly basis.
	 
	 	(c)	 	Matching Contributions for Plan Years beginning in 2009
shall be made in either cash or shares of Hanesbrands Stock (which may be shares
purchased in the open market or authorized-but-unissued shares), as determined by
the Committee. If shares of Hanesbrands Stock are contributed, they shall be valued
for allocation purposes at their Fair Market Value as of the date of allocation. The Matching Contributions under this Subsection 5.03 shall be
immediately invested in accordance with the Participant’s current investment election.





5.04 Transition Contribution




     Subject to the conditions and limitations of the Plan, solely for the Plan Year ending on
December 31, 2006, for any Participant who, on January 1, 2006:




	 	(a)	 	Was an exempt or non-exempt salaried employee of Sara Lee Corporation’s Branded
Apparel division; and
	 
	 	(b)	 	Had attained age fifty (50) and completed ten (10) Years of Service; and




who is not eligible for a transition credit allocation under the Hanesbrands Inc. Supplemental
Employee Retirement Plan (the “SERP”) (other than the salaried employee transition credit set forth
in Subsection 2.32 of the SERP); the Employers shall contribute, in cash, to the Annual Company
Contribution Account of such Participant an amount equal to ten percent (10%) of such eligible
Participant’s Compensation for calendar year 2006 (including Compensation paid prior to the
Effective Date); provided, however, that Participants shall be eligible to receive a contribution
under this Subsection only if they are employed on the last business day of the Plan Year(and for
this purpose, any Participant who is employed on the last business day of the Plan Year shall be
considered to be employed on the last day of the Plan Year), or if their employment ended during
the Plan Year as a result of retirement (Separation Date after age fifty-five (55) with ten (10)
Years of Service, or after age sixty-five (65)), death or Total Disability.




24









 








5.05 Allocation of Annual Company Contribution




     The amount of the contribution made by the Employers for each Plan Year pursuant to Subsection
5.02 for each eligible Participant in the amounts specified in Subparagraph 5.02(a) or 5.02(b) as
the case may be, shall be allocated to each such Participant’s Annual Company Contribution Account
as of the last day of the Plan Year.



5.06 Payment of Matching Contributions




     Matching Contributions under Subparagraph 5.03(a) of the Plan for any Plan Year shall be made
each calendar quarter (or on a more frequent basis as
determined by the Employers) based on the matchable Before-Tax Contributions that have been posted to the
Participant’s Accounts for such period. Matching Contributions under Subparagraph 5.03(b)
of the Plan for any Plan Year shall be made as soon as practicable after the end of the Plan Year.



5.07 Allocation of Matching Contributions




     Subject
to Subsections 6.02 and 6.05, the Matching Contribution under Subparagraph 5.03(a) shall be allocated and credited to the Current Year Matching Contribution
Subaccounts of those Participants entitled to share in such Matching Contributions, pro rata,
according to the matchable Before-Tax Contributions made by them, respectively, during that period
and posted to the Participants’ Current Year Before-Tax
Contribution Subaccount as
of such Accounting Date. Matching Contributions under Subparagraph
5.03(b) of the Plan for any Plan Year shall be similarly allocated
and credited as soon as practicable after the end of the Plan Year.



5.08
[RESERVED]




5.09 Limitations on Employer Contributions




     The Employers’ total contribution for a Plan Year is conditioned on its deductibility under
Section 404 of the Code in that year, and shall comply with the contribution limitations set forth
in Subsection 6.05 and the allocation limitations contained in Subsections 6.01 and 5.04 of the
Plan, and shall not exceed an amount equal to the maximum amount deductible on account thereof by
the Employers for that year for purposes of federal taxes on income.



5.10 Verification of Employer Contributions




     If for any reason the Employer decides to verify the correctness of any amount or calculation
relating to its contribution for any Plan Year, the certificate of an independent



25









 




accountant selected by the Employer as to the correctness of any such amount or calculation
shall be conclusive on all persons.




26









 








SECTION 6




Contribution Limits




6.01 Actual Deferral Percentage Limitations




     In no event shall the Actual Deferral Percentage of the Highly Compensated Employees for any
Plan Year exceed the greater of the:




	 	(a)	 	Actual Deferral Percentage of all other Eligible Employees for the Plan Year
multiplied by 1.25; or
	 
	 	(b)	 	Actual Deferral Percentage of all other Eligible Employees for the Plan Year
multiplied by 2.0; provided that the Actual Deferral Percentage of the Highly
Compensated Employees does not exceed that of all other Eligible Employees by more than
two (2) percentage points.





     From time to time during the Plan Year, the Committee shall determine whether the limitation
of this Subsection will be satisfied and, to the extent necessary to ensure compliance with such
limitation, may limit the Before-Tax Contributions to be withheld on behalf of Highly Compensated
Employees or may refund Before-Tax Contributions previously withheld. If, at the end of the Plan
Year, the limitation of this Subsection is not satisfied, the Committee shall refund Before-Tax
Contributions previously withheld on behalf of Highly Compensated Employees. If Before-Tax
Contributions made on behalf of Highly Compensated Employees must be refunded to satisfy the
limitation of this Subsection, the Committee shall determine the amount of Excess Contributions and
shall refund such amount on the basis of the Highly Compensated Employees’ contribution amounts,
beginning with the highest such contribution amounts. Excess Contributions previously withheld
(and any income allocable thereto determined in accordance with Subsection 6.04) may be distributed
within two and one-half (2-1/2) months after the close of the Plan Year to which such Excess
Contributions relate, but in any event no later than the end of the Plan Year following the Plan
Year in which such Excess Contributions were made. Matching Contributions attributable to Excess
Contributions shall be treated as Forfeitures under Subsection 10.06. For Plan Years beginning on
and after January 1, 2008, the Plan shall satisfy the nondiscrimination requirements of Code
Section 401(k) in accordance with the safe harbor method based on Matching Contributions, as
described in Code Section 401(k)(13)(D), and the foregoing provisions of this Subsection shall be
inapplicable.



6.02 Limitation on Matching Contributions




     In no event shall the Contribution Percentage of the Highly Compensated Employees for any Plan
Year exceed the greater of the:




	 	(a)	 	Contribution Percentage of all other Eligible Employees for the Plan Year
multiplied by 1.25; or





27









 






	 	(b)	 	Contribution Percentage of all other Eligible Employees for the Plan Year
multiplied by two (2.0); provided that the Contribution Percentage of such Highly
Compensated Employees does not exceed that of all other Participants by more than two
(2) percentage points.





     From time to time during the Plan Year, the Committee shall determine whether the limitation
of this Subsection will be satisfied and, to the extent necessary to ensure compliance with such
limitation, shall refund a portion of the Matching Contributions previously credited to Highly
Compensated Employees. If Matching Contributions made on behalf of Highly Compensated Employees
must be refunded to satisfy the limitation of this Subsection, the Committee shall determine the
amount of Excess Matching Contributions and shall refund such amount on the basis of the Highly
Compensated Employees’ contribution amounts, beginning with the highest such contribution amounts.
At the Committee’s discretion, if the Excess Matching Contributions are attributable to non-vested
Matching Contributions, such Excess Matching Contributions may be forfeited in accordance with
Subsection 10.06 and applied in the same manner as any other Forfeiture under the Plan. Excess
Matching Contributions previously credited (and any income allocable thereto determined in
accordance with Subsection 6.04) may be distributed or forfeited within twelve (12) months after
the close of the Plan Year to which such Excess Matching Contributions relate, but in any event no
later than the end of the Plan Year following the Plan Year in which such Excess Matching
Contributions were made. For Plan Years beginning on and after January 1, 2008, the Plan shall
satisfy the nondiscrimination requirements of Code Section 401(m) in accordance with the safe
harbor method based on Matching Contributions, as described in Code Section 401(m)(12), and the
foregoing provisions of this Subsection shall be inapplicable.



6.03 Dollar Limitation




     Notwithstanding the provisions of Subsection 6.01, no Participant shall make a Before-Tax
Contribution election which will result in his or her Elective Deferrals for any calendar year
exceeding $15,000 (or such greater amount as may be prescribed by the Secretary of Treasury to take
into account cost-of-living increases pursuant to Code Section 402(g)), except to the extent
permitted with respect to Catch-Up Contributions, if applicable. If a Participant’s total Elective
Deferrals under this Plan and any other plan of another employer for any calendar year exceed the
annual dollar limit prescribed above, the Participant may notify the Committee, in writing on or
before March 1 of the next following calendar year, of his or her election to have all or a portion
of such Excess Deferrals (and the income allocable thereto determined in accordance with Subsection
6.04) allocated under this Plan and distributed in accordance with this Subsection. In such event,
or in the event that the Committee otherwise becomes aware of any Excess Deferrals, the Committee
shall, without regard to any other provision of the Plan, direct the Trustee to distribute to the
Participant by the following April 15 the Participant’s Excess Deferrals (and any income
attributable thereto determined in accordance with Subsection 6.04) so allocated under the Plan.
Distributions to be made in accordance with the preceding sentence shall be made as soon as is
practicable following receipt by the Committee of written notification of Excess Deferrals, and the
Committee shall make every effort to meet the April 15 distribution deadline for all written
notifications received by the preceding March 1.



28









 





     The amount of such Excess Deferrals distributed to a Participant in accordance with this
Subsection shall be treated as a contribution for purposes of the limitations referred to under
Subsection 6.05, and shall continue to be treated as Before-Tax Contributions for purposes of the
Actual Deferral Percentage test described in Subsection 6.01; however, Excess Deferrals by
non-Highly Compensated Employees shall not be taken into account under Subsection 6.01 to the
extent such Excess Deferrals are made under this Plan or any other plan maintained by an Employer
or Controlled Group Member. In addition, any Matching Contributions attributable to amounts
distributed under this Subsection (and any income allocable thereto determined in accordance with
Subsection 6.04) shall be forfeited in accordance with Subsection 10.06.




	6.04	 	Allocation of Earnings to Distributions of Excess Deferrals, Excess Contributions and Excess
Matching Contributions





     The earnings allocable to distributions of Excess Deferrals under Subsection 6.03, Excess
Contributions under Subsection 6.01, and Excess Matching Contributions under Subsection 6.02 shall
be determined by multiplying the earnings attributable to the applicable excess amounts (for the
calendar and/or Plan Year, whichever is applicable) by a fraction, the numerator of which is the
applicable excess amount, and the denominator of which is the balance attributable to such
contributions in the Participant’s Account or Accounts, as of the beginning of such year, plus the
contributions allocated to the applicable account for such year. Gap period income (i.e., income
allocable to Excess Contributions and Excess Matching Contributions for the period after the close
of the Plan Year and prior to the distribution) shall be allocated as described in Treasury
Regulation Sections 1.401(k)-2(b)(2)(iv) and 1.401(m)-2(b)(iv). Gap period income (i.e., income
allocable to Excess Deferrals, Excess Contributions and Excess Matching Contributions for the
period after the close of the Plan Year and prior to the distribution) shall be allocated as
described in Treasury Regulation Sections 1.402(g)-1(e)(5), 1.401(k)-2(b)(2)(iv) and
1.401(m)-2(b)(2)(iv), respectively.



6.05 Contribution Limitations




     For each Limitation Year, the Annual Addition to a Participant’s Accounts under the Plan and
under any other defined contribution plan maintained by any Employer shall not exceed the lesser of
$45,000 (as adjusted for cost-of-living increases under Code Section 415(d)) or 100% of the
Participant’s compensation for the Limitation Year. For purposes of this Subsection 6.05,
“compensation” for a Limitation Year means a Participant’s compensation within the meaning of Code
Section 415(c)(3) and Treasury Regulations Section 1.415(c)-2(b) and (c) that is actually paid or
made available during the Limitation Year, subject to the following:




	 	(a)	 	Compensation shall include elective amounts that are not includible in the
gross income of the Participant by reason of Code Sections 125, 132(f) and 402(g)(3).
	 
	 	(b)	 	Compensation for a Limitation Year shall include compensation paid by the later
of 2-1/2 months after a Participant’s severance from employment with the Employers or
the end of the Limitation Year that includes the date of the Participant’s severance
from employment with the Employers, if:




29









 












	 	(i)	 	The payment is regular compensation for services during the
Participant’s regular working hours, or compensation for services outside the
Participant’s regular working hours (such as overtime or shift differential),
commissions, bonuses, or other similar payments, and absent a severance from
employment, the payments would have been paid to the Participant while the
Participant continued in employment with the Employers; or
	 
	 	(ii)	 	The payment is for unused accrued bona fide sick, vacation or
other leave that the Participant would have been able to use if employment had
continued.






Any payment not described above shall not be considered compensation if paid after
severance from employment, even if paid by the later of 2-1/2 months after the date
of severance from employment or the end of the Limitation Year that includes the
date of severance from employment, except for payments to an individual who does not
currently perform services for the Employers by reason of qualified military service
(within the meaning of Code Section 414(u)(1)) to the extent these payments do not
exceed the amounts the individual would have received if the individual had
continued to perform services for the Employers rather than entering qualified
military service.




	 	(c)	 	A Participant’s compensation for a Limitation Year shall not include
compensation in excess of the limitation under Code Section 401(a)(17) in effect for
the Limitation Year.





     The Committee shall take any actions it deems advisable to avoid an Annual Addition in excess
of Code Section 415 of the Code; provided, however, if a Participant’s Annual Addition for a
Limitation Year actually exceeds the limitations of this Subsection, the Committee shall correct
such excess in accordance with applicable guidance issued by the Internal Revenue Service. Annual
Additions shall be subject to Code Section 415 and applicable Treasury regulations issued
thereunder, the requirements of which are incorporated herein by reference to the extent not
specifically provided in this Subsection 6.05.



30









 





SECTION 7




Period of Participation




7.01 Separation Date




     If a Participant is transferred from employment with an Employer to employment with a
Controlled Group Member (other than an Employer), then, for the purpose of determining when his or
her Separation Date occurs under this Subsection, his or her employment with such Controlled Group
Member (or any Controlled Group Member to which he or she is subsequently transferred) shall be
considered as employment with the Employers. If a Participant who was an Eligible Employee of an
Employer becomes a Leased Employee of an Employer, then his or her change in status shall not be
considered a termination of employment for purposes of determining when his or her Separation Date
occurs under this Subsection. A Participant’s termination of employment with all of the Employers
at any age while Totally Disabled shall be deemed a termination on account of Total Disability.



7.02 Restricted Participation




     When payment of all of a Participant’s Account balances is not made at his or her Separation
Date, or if a Participant transfers to the employ of a Controlled Group Member which is not an
Employer or continues in the employ of an Employer but ceases to be employed in a Covered Group,
the Participant or his or her Beneficiary will continue to be considered as a Participant for all
purposes of the Plan, except as follows:




	 	(a)	 	He or she will not make any Before-Tax Contributions, and his or her Employer
will not make any Employer Contributions on his or her behalf, for any period beginning
after his or her Separation Date occurs or for any subsequent Plan Year unless he or
she is reemployed and again becomes a Participant in the Plan; provided, however, that
his or her Employer shall contribute:






	 	(i)	 	His or her Before-Tax Contributions, as provided in Subsection
5.01, with respect to Compensation paid through his or her Separation Date; and
	 
	 	(ii)	 	If applicable, an Annual Company Contribution and/or a
Transition Contribution for the Plan Year in which his or her Separation Date
occurs, based on his or her Compensation paid during that portion of the Plan
Year in which he or she was a Participant eligible for such contributions.






	 	(b)	 	He or she will not make any Before-Tax Contributions, and his or her Employer
will not make any Employer Contributions on his or her behalf, for any period in which
he or she is in the employ of an Employer but is not an Eligible Employee.
	 
	 	(c)	 	He or she will not make any Before-Tax Contributions, and his or her Employer
will not make any Employer Contributions on his or her behalf, for any period in




31









 






	 	 	 	which he or she is employed by a Controlled Group Member that is not an Employer
under the Plan.
	 
	 	(d)	 	The Participant may not apply for loans under Subsection 11.01.
	 
	 	(e)	 	A Participant whose Separation Date occurs, or a Beneficiary or Alternate Payee
of a Participant, may not apply for a withdrawal under Section 11.




32









 











SECTION 8




Accounting




8.01 Separate Accounts




     The Committee will maintain the following Accounts in the name of each Participant:




	 	(a)	 	A “Before-Tax Contribution Account,” which will reflect his or her Before-Tax
Contributions, if any, made under the Plan, and the income, losses, appreciation and
depreciation attributable thereto. This Account shall include a “Current Year
Before-Tax Contribution Subaccount,” which will reflect only the Before-Tax
Contributions made by the Participant during the current Plan Year.
	 
	 	(b)	 	A “Matching Contribution Account,” which will reflect his or her share of
Matching Contributions, if any, made under the Plan, and the income, losses,
appreciation and depreciation attributable thereto. This Account shall include a
“Current Year Matching Contribution Subaccount,” which will reflect only the Matching
Contributions allocated to the Participant during the current Plan Year.
	 
	 	(c)	 	An “Annual Company Contribution Account,” which will reflect his or her share
of the Annual Company Contributions under the Plan, and the income, losses,
appreciation and depreciation attributable thereto. This Account shall include a
“Current Year Annual Company Contribution Subaccount,” which will reflect only the
Annual Company Contributions allocated to the Participant during the current Plan Year.
	 
	 	(d)	 	An “After-Tax Account,” which will reflect his or her after-tax contributions,
and the income, losses, appreciation and depreciation attributable to all after-tax
contributions made to the Plan or a Predecessor Plan.
	 
	 	(e)	 	A “Rollover Contribution Account,” which will reflect his or her Rollover
Contributions to the Plan, and the income, losses, appreciation and depreciation
attributable thereto.
	 
	 	(f)	 	A “Predecessor Company Account,” which will reflect the contributions made by a
Participant, or on his or her behalf, under a Predecessor Plan, and the income, losses,
appreciation and depreciation attributable thereto.





8.02 Adjustment of Participants’ Accounts




     As of each Accounting Date, the Accounts of Participants shall be adjusted to reflect the
following:




	 	(a)	 	Transfers, if any, made between Investment Funds;




33









 












	 	(b)	 	Before-Tax Contributions, Employer Contributions and Rollover Contributions, if
any, and payments of principal and interest on any loans made from a Participant’s
Account;
	 
	 	(c)	 	Distributions and withdrawals that have been made but not previously charged to
the Participant’s Account; and
	 
	 	(d)	 	Changes in the Adjusted Net Worth of the Investment Funds in which such Account
is invested.





     As of each Accounting Date, the Committee shall establish the value of each Participant’s
Account, which value shall reflect the transactions posted to the Participant’s Account as they
occurred during the preceding calendar month. As of the first day of each Plan Year, the balance
in each Participant’s Current Year Before-Tax Contribution Subaccount, Current Year Matching
Contribution Subaccount, Current Year Annual Company Contribution Subaccount, Current Year
Transition Contribution Subaccount, if any, shall be reflected in the Participant’s Before-Tax
Contribution Account, Matching Contribution Account, Annual Company Contribution Account,
Transition Contribution Account, and After-Tax Account, respectively and the balances of such
Current Year Before-Tax Contribution Subaccount, Current Year Matching Contribution Subaccount,
Current Year Annual Company Contribution Subaccount and Current Year Transition Contribution
Subaccount shall be reduced to zero. If a Special Accounting Date occurs, the accounting rules set
forth above in this Subsection and elsewhere in this SECTION 8 shall be appropriately adjusted to
reflect the resulting shorter accounting period ending on that Special Accounting Date.



     Notwithstanding the foregoing, the Committee may establish separate rules to be applied on a
uniform basis in adjusting any portion of Participants’ Accounts that is invested in the Sara Lee
Corporation Common Stock Fund or the Hanesbrands Inc. Common Stock Fund for such accounting period,
including the treatment of any dividends or stock splits with respect to the securities held in
such funds. Such rules may include provisions for (i) allocating earnings from short-term
investments during an accounting period to the Subaccounts of Participants; (ii) allocating
dividends or stock splits to Participants’ Subaccounts invested in the applicable Fund (or to a
separate Account or Subaccount, as applicable); (iii) allocating shares of Sara Lee Stock or
Hanesbrands Stock to Participants’ Subaccounts based on the average purchase price per share
purchased by the Trustee during such accounting period; and (iv) allocating shares of stock (or
other securities) to Participants’ Subaccounts based on the applicable stock split or stock
dividend factor or other similar basis.



8.03 Crediting of 401(k) Contributions




     Subject to the provisions of SECTION 4, each Participant’s Before-Tax Contributions will be
credited to his or her Current Year Before-Tax Contribution Subaccount no later than the Accounting
Date which ends the accounting period of the Plan during which such contributions were received by
the Trustee.



34









 





8.04 Charging Distributions




     All payments made to a Participant or his or her Beneficiary during the accounting period
ending on each Accounting Date will be charged to the proper Accounts of the Participant in
accordance with Subsection 8.02.



8.05 Statement of Account




     At such times during each Plan Year as the Committee may determine, each Participant will be
furnished with a statement reflecting the condition of his or her Account in the Trust Fund as of
the most recent Accounting Date. No Participant shall have the right to inspect the records
reflecting the Accounts of any other Participant.



35









 





SECTION 9




The Trust Fund and Investment of Trust Assets




9.01 The Trust Fund




     The Trust Fund will consist of all money, stocks, bonds, securities and other property of any
kind held and acquired by the Trustees in accordance with the Plan and the Trust Agreement.



9.02 The Investment Funds




     The Investment Committee, in its discretion, may designate one or more funds, referred to
collectively as “Investment Funds,” for the investment of Participants’ Accounts. The Investment
Committee, in its discretion, may from time to time establish new Investment Funds or eliminate
existing Investment Funds. The available Investment Funds shall include the “Hanesbrands Inc.
Common Stock Fund,” the assets of which are primarily invested in shares of Hanesbrands Stock. A
portion of each Investment Fund may be invested from time to time in the short-term investment fund
(STIF) of a custodian bank.



9.03 Investment of Contributions




     In accordance with rules established by the Committee, a Participant may elect to have
contributions to his or her Accounts invested in one or more of the Investment Funds in even
multiples of one percent (1%). If a Participant does not make such an election within such period
as may be determined by the Committee, he or she shall be deemed to have elected that all eligible
contributions to his or her Accounts be invested in the default investment arrangement specified by
the Investment Committee in accordance with ERISA Section 404(c)(5) and accompanying regulations.



     Elections under this Subsection and Subsections 9.04 and 9.05 shall be made in such manner and
in accordance with such rules as the Committee determines. If the Committee determines in its
discretion that elections under this Subsection and Subsections 9.04 and 9.05 shall be made in a
manner other than in writing, any Participant who makes an election pursuant to such method may
receive written confirmation of such request; further, any such request and confirmation shall be
the equivalent of a writing for all purposes.



9.04 Change in Investment of Contributions




     Effective as of any payroll period, a Participant may elect to change his or her investment
election under Subsection 9.03. Such change shall apply only with respect to contributions made by
or on behalf of the Participant that are received by the Trustee after the effective date of the
change.



36









 





9.05 Elections to Transfer Balances Between Accounts; Diversification




     On any Accounting Date, a Participant may elect to transfer or reallocate the balances in his
or her Accounts in an Investment Fund to one or more other Investment Funds, subject to the trading
restrictions of the Investment Fund; any such election shall be made in accordance with rules
established by the Committee, and may include an election to automatically reallocate the
Participant’s Accounts on such dates as the Participant may specify in the election. The
Participant’s Accounts in the Investment Fund from which a fund transfer or reallocation is made
will be charged, and his or her Accounts in the Investment Fund to which such fund transfer or
reallocation is made will be credited, with the amount so transferred or reallocated in accordance
with rules established by the Committee. Such transfers or reallocations shall be made as soon as
administratively feasible following the Participant’s election or, in the event of an automatic
reallocation, on the date elected by the Participant in accordance with procedures established by
the Committee. The foregoing provisions of this Subsection are contingent upon the availability of
fund transfers and reallocations between Investment Funds under the terms of the investments made
by each Investment Fund. A Participant’s Account may be charged a redemption fee for frequent
transfers into and out of an Investment Fund within a restricted time period established by the
Investment Fund. Additionally, Participants may be restricted from initiating fund transfers or
reallocations into or out of an Investment Fund if the Committee or an Investment Fund determines
that the Participant’s transfer activity would be detrimental to that Investment Fund.



9.06 Voting of Stock; Tender Offers




     With respect to Hanesbrands Stock (and Sara Lee Stock for as long as it is held in the Plan),
the Committee shall notify Participants of each meeting of the shareholders of Sara Lee Corporation
or Hanesbrands Inc. and shall furnish to them copies of the proxy statements and other
communications distributed to shareholders in connection with any such meeting. The Committee also
shall notify the Participants that they are entitled to give the Trustee voting instructions as to
Sara Lee Stock or Hanesbrands Stock credited to their Accounts. If a Participant furnishes timely
instructions to the Trustee, the Trustee (in person or by proxy) shall vote the Sara Lee Stock or
Hanesbrands Stock (including fractional shares) credited to the Participant’s Accounts in
accordance with the directions of the Participant. The Trustee shall vote the Sara Lee Stock or
Hanesbrands Stock for which it has not received timely direction, in the same proportion as
directed shares are voted.



     Similarly, the Committee shall notify Participants of any tender offer for, exchange of, or a
request or invitation for tenders of Sara Lee Stock or Hanesbrands Stock and shall request from
each Participant instructions for the Trustee as to the tendering of Sara Lee Stock or Hanesbrands
Stock credited to his or her Accounts. The Trustee shall tender or exchange such Sara Lee Stock or
Hanesbrands Stock as to which it receives (within the time specified in the notification)
instructions to tender or exchange. Any Sara Lee Stock or Hanesbrands Stock credited to the
Accounts of Participants as to which instructions not to tender or exchange are received and as to
which no instructions are received shall not be tendered or exchanged.



37









 





9.07 Confidentiality of Participant Instructions




     The instructions received by the Trustee from Participants or Beneficiaries with respect to
purchase, sale, voting or tender of Sara Lee Stock or Hanesbrands Stock credited to such
Participants’ or Beneficiaries’ Accounts shall be held in confidence and shall not be divulged or
released to any person, including the Committee, officers or Employees of the Company or any
Controlled Group Member.




38












 





SECTION 10




Payment of Account Balances




10.01 Payments to Participants




     (a) Vesting.




	 	(i)	 	Before-Tax Contribution, After-Tax, and Rollover
Contribution Accounts. A Participant shall at all times be fully vested in
and have a nonforfeitable right to the balance in his or her Before-Tax
Contribution Account and his or her After-Tax and Rollover Contribution
Accounts, if any.
	 
	 	(ii)	 	Annual Company Contribution and Transition Contribution
Account. If a Participant’s Separation Date occurs on or after his or her
Normal Retirement Age, on the date he or she dies, or on or after the date he
or she becomes Totally Disabled, then the Participant shall be fully vested in
his or her Annual Company Contribution Account and Transition Contribution
Account. If a Participant’s Separation Date occurs under any other
circumstances, the balances in his or her Annual Company Contribution Account
and Transition Contribution Account shall be calculated in accordance with the
vesting schedule outlined below:





	 	 	 
	If the Participant’s	 	The Vested Percentage of
	Number of Years of	 	His or Her Applicable
	     Service is:     	 	     Accounts will be:     
	Less than 1 year
	 	0%
	1 year but less than 2 years
	 	20%
	2 years but less than 3 years
	 	40%
	3 years but less than 4 years
	 	60%
	4 years but less than 5 years
	 	80%
	5 years or more
	 	100%







	 	 	 	The resulting balance in his or her Annual Company Contribution Account and
Transition Contribution Account will be distributable to him or her, or, in
the event of his or her death, to his or her Beneficiary, in accordance with
this Subsection and Subsection 10.02.
	 
	 	(iii)	 	Matching Contribution Account. If a Participant’s
Separation Date occurs on or after his or her Normal Retirement Age, on the
date he or she dies, or on or after the date he or she becomes Totally
Disabled, then the




39









 












	 	 	 	Participant shall be fully vested in his or her Matching
Contribution Account. If a Participant’s Separation Date occurs under
any other circumstances on or after January 1, 2008, the Participant shall be
fully vested in his or her Matching Contribution Account balance provided he or
she has completed at least two Years of Service. Notwithstanding the
foregoing, if the Participant is an active employee and has a Matching
Contribution Account balance on December 31, 2007, he or she shall be fully
vested in his or her Matching Contribution Account (including future
contributions thereto) on and after January 1, 2008. If a Participant’s
Separation Date occurs prior to January 1, 2008, he or she shall be vested in
his or her Matching Contribution Account balance to the same extent that he or
she was vested at his or her Separation Date, subject to the provisions of
Subparagraph 12.02(a)(i). The balance in the Participant’s Matching
Contribution Account after application of the foregoing vesting rules will be
distributable to him or her, or, in the event of his or her death, to his or
her Beneficiary, in accordance with this Subsection and Subsection 10.02
	 
	 	(iv)	 	Special Provisions to Certain Participants. In
addition, a Participant who was subject to special vesting rules under the Sara
Lee Plan shall be fully vested in his or her Accounts to the extent provided in
the Sara Lee Plan.






	 	(b)	 	Time of Payment. Except as provided in Subsection 10.03 below, payment of
a Participant’s benefits will be made or commence within the time determined by the
Committee after his or her Separation Date, but not later than sixty (60) days after
(i) the end of the Plan Year in which his or her Separation Date occurs, or (ii) such
later date on which the amount of the payment can be ascertained by the Committee. In
the event a Participant receives a lump sum distribution of his or her entire vested
Accounts and additional contributions are subsequently credited to his or her Accounts,
his or her entire remaining vested Account balance shall be distributed in an immediate
lump sum to the extent such vested Account balance does not exceed $1,000 as of the
date of such distribution. Except as provided in the preceding sentence or in
Subparagraph 10.01(f) below, distributions may not be made to the Participant before
his or her Normal Retirement Age without his or her consent.
	 
	 	(c)	 	Method of Distribution. A Participant’s vested Accounts will be
distributed to him or her (or, in the event of his or her death, to his or her
Beneficiary) in a lump sum unless the Participant (or, in the event of his or her
death, the Participant’s Beneficiary) elects, in accordance with procedures established
by the Committee, to receive such distribution by any one or more of the following
methods, if applicable:






	 	(i)	 	Partial Distributions. A Participant (or, in the event
of his or her death, his or her Beneficiary) may elect to receive a partial
distribution of the vested




40









 












	 	 	 	Account balance (but not less than the lesser of his
or her total Account balance or $250.00) as of any Accounting Date after the
Participant’s Separation Date. All partial distributions under this
Subparagraph shall be made in cash only. Notwithstanding any Plan provision to
the contrary, a partial distribution under this Subparagraph shall not be
available once a Participant or his or her surviving spouse has begun to
receive installments under Subparagraph (ii) below.
	 
	 	(ii)	 	Installments. If the vested portion of a Participant’s
Accounts exceeds $5,000, the Participant (or, in the event of his or her death,
his or her surviving spouse) may elect to receive substantially equal
installments over a period not to exceed five (5) Plan Years, commencing in any
year designated but no later than the applicable Required Commencement Date,
with final distribution of all vested Accounts by the fifth year. All
installment distributions shall be made in cash. A Participant or his or her
surviving spouse who is receiving installments may subsequently elect to
receive a lump sum distribution of all remaining installment payments. No
Beneficiary other than a Participant’s surviving spouse may elect to receive
installments.
	 
	 	(iii)	 	Special Distribution Provisions for Certain
Participants. Notwithstanding the foregoing, a Participant who had an
account balance in a Predecessor Plan may elect distribution under any other
method available to such Participant to the extent provided in the Sara Lee
Plan.
	 
	 	(iv)	 	Order of Accounts. Distributions under this
Subparagraph shall be charged to the Participant’s vested Accounts (if
applicable) in such order as shall be determined by the Committee and applied
uniformly.
	 
	 	(v)	 	Special Provisions Applicable to Dividends.
Notwithstanding Subparagraph (a)(ii), dividends attributable to Sara Lee Stock
or Hanesbrands Stock in a Participant’s Accounts shall be one hundred percent
(100%) vested.






	 	(d)	 	Fees. The Committee may, on an annual or more frequent basis, charge
the Accounts of any Alternate Payee, any Beneficiary, or any Participant whose
Separation Date has occurred for a reason other than Retirement, for reasonable and
necessary administrative fees incurred in the ongoing maintenance of such Accounts in
the Plan, in accordance with uniform rules and procedures applicable to all
Participants similarly situated. “Retirement” means Separation from Service on or
after the earlier of: (i) the attainment of age fifty-five (55) and ten (10) Years of
Service, or (ii) Normal Retirement Age.
	 
	 	(e)	 	No Payments Due to Spin-Off. Notwithstanding any Plan provision to the
contrary, no Separation Date shall have occurred and no distribution of Accounts shall
be made to a Participant solely on account of the Spin-Off.





41









 











	 	(f)	 	Vested Accounts Not in Excess of $1,000. Notwithstanding any Plan
provision to the contrary, if the Participant’s vested Accounts equal $1,000 or less on
or after the Participant’s Separation Date, the method of distribution as to that
Participant shall be as a lump sum cash distribution of the Participant’s vested
Accounts. Such distribution shall be made as soon as practicable following the
Participant’s Separation Date. If the Participant’s vested benefit under the Plan is
zero, the Participant shall be deemed to have received a distribution of such vested
benefit.
	 
	 	(g)	 	Special Distribution Rules for Certain Military Service
Leaves. Notwithstanding the foregoing, in accordance with Section
414(u)(12) of the Code, a Participant receiving a differential wage
payment (as defined in Section 3401(h)(2) of the Code) shall be
treated as having been severed from employment with the employer for
purposes of taking a distribution of his pre-tax compensation
deferral contributions account during any period the Participant
performs service in the uniformed services while on active duty for a
period of more than 30 days. If a Participant elects to receive a
distribution pursuant to the preceding sentence, such Participant
shall not be permitted to make pre-tax compensation deferral
contributions under Section 3 of the Plan during the six-month period
beginning on the date of the distribution.





10.02 Distributions in Shares




     Distributions of amounts invested in the Hanesbrands Inc. Common Stock Fund (or the Sara Lee
Corporation Common Stock Fund while such fund is maintained under the Plan) may be made in cash or
in shares, as elected by the Participant, provided such shares are distributed at their Fair Market
Value, as determined by the Trustee. If a Participant elects a stock distribution of amounts
invested in the Hanesbrands Inc. Common Stock Fund or the Sara Lee Corporation Common Stock Fund
and the Participant subsequently has additional contributions allocated to either of said funds,
the Participant shall receive such additional contributions, to the extent vested, in shares of
stock in accordance with Subsection 10.01, unless such additional contributions do not exceed
$1,000 as of the date of distribution. If an election is made by the Participant to direct the
Trustee to distribute the balance of his or her Accounts invested in the Sara Lee Corporation
Common Stock Fund or the Hanesbrands Inc. Common Stock Fund in cash, the Participant shall receive
cash equal to the Fair Market Value of the balance of his or her Accounts. For purposes of this
Subsection, the rights extended to a Participant hereunder shall also apply to any Beneficiary or
Alternate Payee of such Participant. All other distributions shall be made in cash.



10.03 Beneficiary





	 	(a)	 	Designation of Beneficiary. Each Participant from time to time, in
accordance with procedures established by the Committee, may name or designate a
Beneficiary. A Beneficiary designation will be effective only when properly provided
to the Committee in accordance with its procedures while the Participant is alive and,
when effective, will cancel all earlier Beneficiary designations made by the
Participant. Notwithstanding the foregoing, a deceased Participant’s surviving spouse
will be his or her sole, primary Beneficiary unless: (i) the spouse had consented in
writing to the Participant’s election to designate another person or persons as a
primary Beneficiary or Beneficiaries, (ii) such election designates a Beneficiary which
may not be changed without spousal consent (or the consent of the spouse expressly
permits designations by the Participant without any further consent by the spouse) and
(iii) the spouse’s consent acknowledges the effect of such election and is witnessed by
a notary public.
	 
	 	(b)	 	No Beneficiary Designation at Death. If a deceased Participant failed
to name or designate a Beneficiary, if the Participant’s Beneficiary designation is
ineffective for any reason, or if all of the Participant’s Beneficiaries die before the




42









 












	 	 	 	Participant, the Committee will direct the Trustee to pay the Participant’s Account
balance in accordance with the following:






	 	(i)	 	To the Participant’s surviving spouse;
	 
	 	(ii)	 	If the Participant does not have a surviving spouse, to the
Participant’s beneficiary or beneficiaries (if any) designated by the
Participant under the Hanesbrands Inc. Life Insurance Plan;
	 
	 	(iii)	 	If the Participant does not have a surviving spouse and failed
to designate a beneficiary under the Hanesbrands Inc. Life Insurance Plan, to
or for the benefit of the legal representative or representatives of the
Participant’s estate; and
	 
	 	(iv)	 	If the appropriate payee is not identified pursuant to
Subparagraphs (i) through (iii) above, then to or for the benefit of one or
more of the Participant’s relatives by blood, adoption or marriage in such
proportions as the Committee (or its delegate) determines.






	 	(c)	 	Death of Beneficiary Prior to Participant’s Death. In the event that
the Participant has named multiple Beneficiaries, and one of the Beneficiaries dies
before the Participant, the remaining Beneficiaries shall be entitled to the deceased
Beneficiary’s share, pro rata in accordance with their share of the Account balance as
of the date of the Participant’s death (or such other date as the Committee may
determine is administratively practicable), subject to the Participant’s right to
change his or her beneficiary designation at any time in accordance with Subparagraph
(a). The Committee reserves the right, on a uniform basis for similarly situated
Beneficiaries, to make distribution of a Beneficiary’s Account balance in whole or in
part at any time notwithstanding any election to the contrary by the Beneficiary.
	 
	 	(d)	 	Death of Beneficiary After Participant’s Death. Each Beneficiary, in
accordance with procedures established by the Committee, may name or designate an
individual to receive the Beneficiary’s share of the Account balance (a ‘Recipient’)
any time after the Participant’s death. In the event a Beneficiary dies before
complete payment of his or her share of the Account balance, such Beneficiary’s share
shall be paid to the Recipient designated by the Beneficiary. If a deceased
Beneficiary failed to name or designate a Recipient, if the Beneficiary’s designation
is ineffective for any reason, or if the Recipient dies before the Beneficiary or
before complete payment of the Beneficiary’s share of the Account balance, the
Committee will direct the Trustee to pay the Beneficiary’s share in accordance with the
following:






	 	(i)	 	To the Beneficiary’s surviving spouse;





43









 











	 	(ii)	 	If the Beneficiary does not have a surviving spouse, to or for
the benefit of the legal representative or representatives of the Beneficiary’s
estate;
	 
	 	(iii)	 	If the Beneficiary does not have a surviving spouse and an
estate is not opened on behalf of the Beneficiary, to or for the benefit of one
or more of the Beneficiary’s relatives by blood, adoption or marriage in such
proportions as the Committee (or its delegate) determines.





     Notwithstanding anything contained herein to the contrary, all payments under this
Subparagraph shall comply with the requirements of Code Section 401(a)(9).



10.04 Missing Participants and Beneficiaries




     While a Participant is alive, he or she must file with the Committee from time to time his or
her own and each of his or her named Beneficiaries’ post office addresses and each change of post
office address. After the Participant’s death, the Participant’s Beneficiary or Beneficiaries
shall be responsible for filing such information with the Committee. A communication, statement or
notice addressed to a Participant or Beneficiary at his or her last post office address filed with
the Committee, or if no address is filed with the Committee, then at his or her last post office
address as shown on the Employer’s records, will be binding on the Participant and his or her
Beneficiary for all purposes of the Plan. Neither the Trustee nor any of the Employers is required
to search for or locate a Participant or Beneficiary. If the Committee notifies a Participant or
Beneficiary that he or she is entitled to a payment and also notifies him or her of the effect of
this Subsection, and the Participant or Beneficiary fails to claim his or her Account balances or
make his or her whereabouts known to the Committee within three (3) years after the notification,
the Account balances of the Participant or Beneficiary may be disposed of in an equitable manner
permitted by law under rules adopted by the Committee, including the Forfeiture of such balances,
if the value of the Account is equal to or less than the administrative fees, if any, applicable to
the Participant’s or Beneficiary’s Account balance pursuant to Subsection 10.01.



10.05 Rollovers





	 	(a)	 	General Rule. Notwithstanding any Plan provision to the contrary, a
Distributee under the Plan who receives an Eligible Rollover Distribution may elect, at
the time and in the manner prescribed by the Committee, to have any portion of the
distribution paid directly to an Eligible Retirement Plan specified by the Distributee
in a Direct Rollover.
	 
	 	(b)	 	Non-Spouse Beneficiary Rollovers. To the extent permitted under Code
Section 402(c)(11) and related regulations and guidance, if a direct trustee-to-trustee
transfer is made to an individual retirement plan described in Code Section
402(c)(8)(B)(i) or (ii), which individual retirement plan is established for the
purposes of receiving a distribution on behalf of a non-spouse beneficiary (as
defined by Code Section 401(a)(9)(E)), the transfer shall be treated as an Eligible
Rollover Distribution for purposes of the Plan and Code Section 402(c).




44









 












	 	(c)	 	Qualified Rollover Contributions to Roth IRAs. Effective as of January
1, 2008, solely to the extent permitted in Code Sections 408A(c)(3)(B), (d)(3) and (e)
and the regulations and other guidance issued thereunder, an eligible Distributee may
elect to roll over any portion of an Eligible Rollover Distribution to a Roth IRA (as
defined by Code Section 408A) in a qualified rollover contribution (as defined in Code
Section 408A(e)), provided that the requirements of Code Section 402(c) are met.
Notwithstanding any provisions of the Plan to the contrary, a Distributee under the
Plan who receives an Eligible Rollover Distribution may elect, at the time and in the
manner prescribed by the Committee, to have any portion of the distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.





10.06 Forfeitures




     A Forfeiture shall be treated as a separate Account (which is not subject to adjustment under
Subsection 8.02) until the next following Accounting Date on which Forfeitures will be allocated. On
that date, all Forfeitures arising during the period preceding the Accounting Date which have not
been previously allocated shall be allocated among and credited to the Accounts of Participants
reemployed to the extent required under Subsection 12.01, shall be used to reduce Employer Matching
Contributions required by Subsection 5.03 or any applicable Supplement to the Plan for the current
Plan Year or succeeding Plan Years, or shall be used to reduce administrative expenses of the Plan,
as determined by the Committee.



     The portion of a Participant’s Annual Company Contribution, Transition Contribution and
Matching Contribution Accounts that is not distributable by reason of the provisions of Subsection
10.01 shall be credited to a Forfeiture Account established and caused to be maintained by the
Trustee in the Participant’s name as of the Accounting Date coincident with or next following his
Separation Date (before adjustments then required under the Plan have been made). If the
Participant does not return to employment with an Employer or a related Company by the last day of
the month following sixty (60) days from his Separation Date or upon the earlier distribution of
his or vested Accounts, the balance in his Forfeiture Account (after all adjustments then required
under the Plan have been made) will be a Forfeiture.



     If a Participant returns to employment with an Employer or a Related Company before incurring
five consecutive One Year Breaks in Service, the amount previously forfeited from his Forfeiture
Account, if any, will be restored to his Forfeiture Account out of Forfeitures occurring in the
year of restoration or out of a restoration contribution made by the Employer for restoration
purposes only.



10.07 Recovery of Benefits




     In the event a Participant or Beneficiary receives a benefit payment under the Plan which is
in excess of the benefit payment which should have been made, the Committee shall have the
right to recover the amount of such excess from such Participant or Beneficiary on behalf of
the Plan, or from the person that received such benefit payments. The Committee may, however, at



45









 







its option, deduct the amount of such excess from any subsequent benefits payable to, or for, the
Participant or Beneficiary.



10.08 Dividend Pass-Through Election




     With respect to a Participant’s interest in the ESOP component of the Plan (as defined in
Subsection 1.01 from time to time) , each Participant has the right to elect either (a) to have
dividends paid on such shares reinvested in shares of Sara Lee Stock or Hanesbrands Stock (as
applicable), or (b) to receive a distribution in cash of such dividends in accordance with
procedures established by the Committee. To the extent such dividends are reinvested, they shall
be one hundred percent (100%) vested. Such distributions shall be made as soon as administratively
practicable following each March 31, June 30, September 30 and December 31 Plan Year quarter, and
shall not constitute Eligible Rollover Distributions. Notwithstanding the foregoing, on and after
the Spin-Off Date, dividends attributable to Sara Lee Stock shall be fully vested and shall
automatically be reinvested in the Sara Lee Common Stock Fund.



10.09 Minimum Distributions




     Distribution of a Participant’s benefits shall be made or commence by his or her Required
Commencement Date. Notwithstanding the foregoing, the Committee may establish procedures to begin
minimum distribution payments in the calendar year in which the Participant attains age seventy and
one-half (70-1/2). Distributions to a Participant after his or her Required Commencement Date shall
be made in installment payments equal to the minimum amount necessary to meet the requirements of
Section 401(a)(9) of the Code. All distributions under the Plan shall comply with the requirements
of Section 401(a)(9) of the Code and the regulations thereunder, and shall further comply with the
rules described below:




	 	(a)	 	The Participant’s Accounts will be distributed, or begin to be distributed, to
the Participant no later than the Participant’s Required Commencement Date. If the
Participant dies before distributions begin, the Participant’s Accounts will be
distributed, or begin to be distributed, no later than as follows:






	 	(i)	 	If the Participant’s surviving spouse is the Participant’s sole
Designated Beneficiary, then distributions to the surviving spouse will begin
by December 31 of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar year in which the
Participant would have attained age seventy and one-half (70-1/2), if later;
	 
	 	(ii)	 	If the Participant’s surviving spouse is not the Participant’s
sole Designated Beneficiary, then distributions to the Designated Beneficiary
will begin by December 31 of the calendar year immediately following the
calendar year in which the Participant died;
	 
	 	(iii)	 	If there is no Designated Beneficiary as of September 30 of
the year following the year of the Participant’s death, the Participant’s
entire




46









 












	 	 	 	interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death; or
	 
	 	(iv)	 	If the Participant’s surviving spouse is the Participant’s sole
Designated Beneficiary and the surviving spouse dies after the Participant but
before distributions to the surviving spouse have begun, this Subparagraph (a),
other than Subparagraph (a)(i), will apply as if the surviving spouse were the
Participant.






	 	 	 	For purposes of this Subparagraph (a) and Subparagraph (c), unless Subparagraph
(a)(iv) applies, distributions will be considered to have begun on the Participant’s
Required Commencement Date. If Subparagraph (a)(iv) applies, distributions will be
considered to have begun on the date distributions are required to begin to the
surviving spouse under Subparagraph (a)(i). Unless the Participant’s interest is
distributed in a single sum on or before the Required Commencement Date,
distributions will be made as of the first Distribution Calendar Year in accordance
with Subparagraphs (b) and (c) below.
	 
	 	(b)	 	Required Minimum Distributions During Participant’s Lifetime. During
the Participant’s lifetime, the minimum amount that will be distributed for each
Distribution Calendar Year is the lesser of: (i) the quotient obtained by dividing the
Participant’s Account Balance by the distribution period in the Uniform Lifetime Table
set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s
age as of the Participant’s birthday in the Distribution Calendar Year; or (ii) if the
Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the
Participant’s spouse, the quotient obtained by dividing the Participant’s Account
Balance by the number in the Joint and Last Survivor Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s
attained ages as of the Participant’s and spouse’s birthdays in the Distribution
Calendar Year. Required minimum distributions will be determined under this
Subparagraph (b) beginning with the first Distribution Calendar Year and up to and
including the Distribution Calendar Year that includes the Participant’s date of death.
	 
	 	(c)	 	Required Minimum Distributions After Participant’s Death.






	 	(i)	 	Death on or After Date Distributions Begin. If the
Participant dies on or after the date distributions have begun and there is a
Designated Beneficiary, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Account Balance by the longer
of the remaining Life Expectancy of the Participant or the remaining Life
Expectancy of the Participant’s Designated Beneficiary, determined as follows:




47









 












	 	(A)	 	The Participant’s remaining Life Expectancy is
calculated using the age of the Participant in the year of death,
reduced by one for each subsequent year;
	 
	 	(B)	 	The Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, the remaining Life
Expectancy of the surviving spouse is calculated for each Distribution
Calendar Year after the year of the Participant’s death using the
surviving spouse’s age as of the spouse’s birthday in that year. For
Distribution Calendar Years after the year of the surviving spouse’s
death, the remaining Life Expectancy of the surviving spouse is
calculated using the age of the surviving spouse as of the spouse’s
birthday in the calendar year of the spouse’s death, reduced by one for
each subsequent calendar year; and
	 
	 	(C)	 	The Participant’s surviving spouse is not the
Participant’s sole Designated Beneficiary, the Designated Beneficiary’s
remaining Life Expectancy is calculated using the age of the
beneficiary in the year following the year of the Participant’s death,
reduced by one for each subsequent year.
	 
	 	 	 	If the Participant dies on or after the date distributions begin and
there is no Designated Beneficiary as of September 30 of the year
after the year of the Participant’s death, the minimum amount that
will be distributed for each Distribution Calendar Year after the
year of the Participant’s death is the quotient obtained by dividing
the Participant’s Account Balance by the Participant’s remaining Life
Expectancy calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.






	 	(ii)	 	Death Before Date Distributions Begin. If the
Participant dies before the date distributions have begun and there is a
Designated Beneficiary, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Account Balance by the
remaining Life Expectancy of the Participant’s Designated Beneficiary,
determined as provided in Subparagraph (c)(i). If the Participant dies before
the date distributions have begun and there is no Designated Beneficiary as of
September 30 of the year following the year of the Participant’s death,
distribution of the Participant’s entire interest will be completed by December
31 of the calendar year containing the fifth anniversary of the Participant’s
death. If the Participant dies before the date distributions have begun, the
Participant’s surviving spouse is the Participant’s sole Designated
Beneficiary, and the surviving spouse dies before distributions are required to
have begun to the surviving spouse under Subparagraph




48









 






	 	 	 	(a)(i), this Subparagraph will apply as if the surviving spouse were the
Participant.






	 	(d)	 	Definitions. For purposes of this Subsection, the following
definitions shall apply:






	 	(i)	 	“Designated Beneficiary” means the Participant’s Beneficiary
who is the designated beneficiary for purposes of Code Section 401(a)(9).
	 
	 	(ii)	 	“Distribution Calendar Year” means a calendar year for which a
minimum distribution is required. For distributions beginning before the
Participant’s death, the first Distribution Calendar Year is the calendar year
immediately preceding the calendar year that contains the Participant’s
Required Commencement Date. For distributions beginning after the
Participant’s death, the first Distribution Calendar Year is the calendar year
in which distributions are required to begin under Subparagraph (a). The
required minimum distribution for the Participant’s first Distribution Calendar
Year will be made on or before the Participant’s Required Commencement Date.
The required minimum distribution for other Distribution Calendar Years,
including the required minimum distribution for the Distribution Calendar Year
in which the Participant’s Required Commencement Date occurs, will be made on
or before December 31 of that Distribution Calendar Year.
	 
	 	(iii)	 	“Life Expectancy” means life expectancy as computed by use of
the Single Life Table in Treasury Regulation Section 1.401(a)(9)-9.
	 
	 	(iv)	 	“Participant’s Account Balance” means the balance of the
Participant’s Accounts as of the Valuation Calendar Year, increased by the
amount of any contributions made and allocated to the Participant’s Accounts as
of dates in the Valuation Calendar Year after the valuation date and decreased
by distributions made in the Valuation Calendar Year after the valuation date.
The balance of the Participant’s Accounts for the Valuation Calendar Year
includes any amounts rolled over or transferred to the Plan either in the
Valuation Calendar Year or in the Distribution Calendar Year if distributed or
transferred in the Valuation Calendar Year.
	 
	 	(v)	 	“Valuation Calendar Year” means the last valuation date in the
calendar year immediately preceding the Distribution Calendar Year.




49









 











SECTION 11




11.01 Loans to Participants




     While the primary purpose of the Plan is to allow Participants to accumulate funds for
retirement, it is recognized that under some circumstances it is in the best interests of
Participants to permit loans to be made to them while they continue in the active service of the
Employers. Accordingly, the Committee, pursuant to such rules as it may from time to time
establish, and upon application by a Participant supported by such evidence as the Committee
requests, may direct the Trustee to make a loan from the Participant’s Accounts under the Trust
Fund (with the exception of the Participant’s Matching Contribution Account, Annual Company
Contribution Account and Transition Contributions Account) to a Participant who is actively at work
in the employ of an Employer subject to the following:




	 	(a)	 	Amount of loans. The principal amount of any loan made to a
Participant shall not be less than $500 and, when added to the outstanding balance of
all other loans made to the Participant from all qualified plans maintained by the
Employers, shall not exceed the lesser of:






	 	(i)	 	$50,000, reduced by the excess (if any) of the highest
outstanding balance under the Plan and all other qualified employer plans
during the one (1) year period ending on the day before the date of the loan,
over the outstanding balance on the date of the loan; or
	 
	 	(ii)	 	One-half (1/2) of the Participant’s vested Account balances
under the Plan.






	 	(b)	 	Terms and conditions of loans. Each loan must be evidenced by a
written note in a form approved by the Committee, shall bear interest at a reasonable
fixed rate, and shall require substantially level amortization (with payments at least
quarterly) over the term of the loan. Interest rates shall be determined monthly and
shall be based on the prevailing prime rate as published in The Wall Street
Journal; provided, however, that the rate shall not exceed six percent (6%) during
any period that the Participant is on military leave, in accordance with the Service
Members Civil Relief Act (“SCRA”) if the service member provides notification that he
or she will be entering military service as required under SCRA.
	 
	 	(c)	 	Repayment of loans. Each loan for a purpose other than to purchase a
principal residence (a “General Purpose Loan”) shall specify a repayment period of not
less than six (6) months nor more than five (5) years, unless the proceeds of the loan
are used to purchase the Participant’s principal place of residence (a “Principal
Residence Loan”), in which case such loan must be repaid within ten (10) years after
the date the loan is made.
	 
	 	(d)	 	Loans to Participants shall be made as soon as administratively feasible after
the Committee has received the Participant’s loan request and such information and




50









 












	 	 	 	documents from the Participant as the Committee shall deem necessary. A
Participant’s Accounts may be charged a fee for processing each loan request. The
Participant’s loan request shall be made in such manner and in accordance with such
rules as the Committee determines. If the Committee determines in its discretion
that loan requests under this Subparagraph shall be made in a manner other than in
writing, any Participant who makes a request pursuant to such method may receive
written confirmation of such request; further, any such request and confirmation
shall be the equivalent of a writing for all purposes.
	 
	 	(e)	 	Each loan shall be secured by a pledge of the Participant’s Accounts (with the
exception of the Participant’s Annual Company Contribution Account, Transition
Contribution Account, and Matching Contribution Account). A Participant’s Annual
Company Contribution Account, Transition Contribution Account and Matching Contribution
Account shall be taken into account for purposes of determining the amount of the loan
available under Subparagraphs 11.01(a)(i) and 11.01(a)(ii), but shall not be available for liquidation and
conversion to cash as described in Subparagraph 11.01(f) below.
	 
	 	(f)	 	A loan granted under this Subsection to a Participant from any Account
maintained in his or her name shall be made by liquidating and converting to cash his
or her appropriate Accounts, with the exception of his or her Annual Company
Contribution Account, Transition Contribution Account and Matching Contribution Account
(and the appropriate subaccounts, pro rata, in the various Investment Funds), in such
order as shall be determined by the Committee and applied uniformly.
	 
	 	(g)	 	A Participant may have only two (2) loans outstanding at a time; provided that
a Participant may not have two (2) loans of the same type (Principal Residence or
General Purpose) outstanding at any given time. A Participant shall not be entitled to
take a second loan if the Participant is in default on a prior loan of the same type
and has not repaid the defaulted amount to the Plan.
	 
	 	(h)	 	If, in connection with the granting of a loan to a Participant, a portion or
all of any of his or her Accounts has been liquidated, the Committee shall establish
temporary “Counterpart Loan Accounts” (not subject to
adjustment under Subsection 8.02)
corresponding to each such liquidated or partially liquidated Account to reflect the
current investment of that Before-Tax Contribution Account or Rollover Contribution
Account, for example, in such loan. In general, the initial credit balance in any such
Counterpart Loan Account shall be the amount by which the corresponding Account was
liquidated in order to make the loan. Interest accruing on such a loan shall be
allocated among and credited to the Participant’s Counterpart Loan Accounts established
in connection with the loan, in proportion to the then net credit balances in such
Counterpart Loan Accounts, as such interest accrues. Each repayment of principal and
interest shall be allocated among and charged to such Counterpart Loan Accounts, and
shall be




51









 












	 	 	 	allocated among and credited to the corresponding Accounts, on the same
proportionate basis; provided that all such repayments shall be credited in
accordance with the investment elections in effect on the date each repayment is
credited. The Committee may adopt rules and procedures for loan accounting and
repayment which differ from the foregoing provisions of this
Subparagraph (h), but
which are consistent with the general principle that a loan to a Participant under
this Subsection constitutes an investment of his or her Accounts rather than a
general investment of the Trust Fund. Repayments shall be required to be invested
during the month in which received or within such longer period as the Committee may
reasonably determine, but in any event within the time required by
Subsection 5.01.
Any such repayment shall be made by payroll deduction unless otherwise permitted by
the Committee.
	 
	 	(i)	 	The Committee may establish uniform rules to apply where Participants fail to
repay any portion of loans made to them pursuant to this Subsection and accrued
interest thereon in accordance with the terms of the loans, or where any portion of any
loan and accrued interest thereon remains unpaid on a Participant’s Separation Date.
To the extent consistent with Internal Revenue Service rules and regulations, such
rules may include charging unpaid amounts against a Participant’s Accounts (in such
order as the Committee decides), and treating the amounts so charged as a payment to
the Participant for purposes of SECTION 10. The Committee may charge a Participant’s
Account for reasonable and necessary administrative fees incurred in administering any
loan under this Subsection in accordance with uniform rules and procedures applicable
to all Participants similarly situated. Loan repayments will be suspended under the
Plan as permitted under Section 414(u)(4) of the Code.
	 
	 	(j)	 	Any loan which was being administered under a Predecessor Plan and which was
transferred to this Plan shall be governed by the applicable terms of this Plan on and
after the transfer date.





11.02 After-Tax Withdrawals




     A Participant may withdraw all or a portion of his or her After-Tax Account, if any. The
timing of such withdrawals shall be established by the Committee.



11.03 Hardship Withdrawals




     In the
event a Participant suffers a serious financial hardship, such Participant may withdraw
a portion of the vested balance in his or her Accounts (excluding his or her Annual Company
Contribution Account, his or her Transition Contribution Account, any portion of his or her
Before-Tax Contribution Account attributable to qualified non-elective contributions (if
applicable), any portion of his or her Matching Contribution Account
attributable to Matching Contributions made on or after
February 24, 2009, and any earnings credited to his or her Before-Tax Contribution Account on or after
January 1, 1989), provided that the amount of the withdrawal is at least $250.00 and does not
exceed the amount required to meet the immediate financial need created by the serious financial
hardship.



52









 









	 	(a)	 	Immediate and Heavy Need. A hardship shall be deemed on account of
immediate and heavy financial need only if the withdrawal is on account of:






	 	(i)	 	Tuition, related educational fees, and room and board expenses,
for up to the next twelve (12) months of post-secondary education for the
Participant or his or her spouse, children or dependents (determined under Code
Section 152 without regard to Section 152(b)(1), (b)(2) and (d)(1)(B));
	 
	 	(ii)	 	Costs directly related to the purchase of a primary residence
for the Participant (not including mortgage payments);
	 
	 	(iii)	 	Unreimbursed medical expenses that would be deductible by the
Participant for federal income tax purposes pursuant to Code Section 213, and
that are incurred by the Participant, the Participant’s spouse or any dependent
(as defined in Code Section 152 without regard to the change in the definition
under the Working Families Tax Relief Act of 2004) including any non-custodial
child who is subject to the special rule of Code Section 152(e); or amounts
necessary to obtain medical care or medically necessary equipment or services
for the Participant, the Participant’s spouse or a dependent described in this
Subparagraph (iii);
	 
	 	(iv)	 	The need to prevent eviction of the Participant from his or her
primary residence or foreclosure on the mortgage of the Participant’s principal
residence;
	 
	 	(v)	 	Payment for burial or funeral expenses for the Participant’s
deceased parent, spouse, children or dependents (as defined in Code Section 152
without regard to Section 152(d)(1)(B)); or
	 
	 	(vi)	 	Expenses for the repair of damage to the Participant’s
principal residence that would qualify for the casualty deduction under Code
Section 165 (determined without regard to whether the loss exceeds 10% of
adjusted gross income).






	 	(b)	 	Necessary amount. A determination of whether the requirement that the
withdrawal not exceed the amount required to meet the immediate financial need created
by the serious financial hardship is satisfied shall be made on the basis of all
relevant facts and circumstances in a consistent and nondiscriminatory manner;
provided, however, that the Participant must provide the Committee with a statement on
which the Committee may reasonably rely, unless it has actual knowledge to the
contrary, certifying that the Participant’s financial need cannot be relieved by all of
the following means:




53









 












	 	(i)	 	Through reimbursement or compensation by insurance or
otherwise,
	 
	 	(ii)	 	By reasonable liquidation of the Participant’s assets, to the
extent such liquidation would not itself cause an immediate and heavy financial
need,
	 
	 	(iii)	 	By cessation of elective contributions under this Plan, or
other distributions from this Plan, and
	 
	 	(iv)	 	By other distributions, such as the distribution of dividends
which are currently available to the Participant, or nontaxable (at the time of
the loan) loans from Plans maintained by the Employer or by any other employer,
or by borrowing from commercial sources on reasonable commercial terms.






	 	 	 	For purposes of this Subsection, the Participant’s resources shall be deemed to
include those assets of his or her spouse and minor children that are reasonably
available to the Participant. Property owned by the Participant and the
Participant’s spouse, whether as community property, joint tenants, tenants by the
entirety, or tenants in common, will be deemed a resource of the Participant.
However, property held for the Participant’s child under an irrevocable trust or
under the Uniform Gifts to Minors Act will not be treated as a resource of the
Participant.
	 
	 	(c)	 	A Participant may not request more than two (2) withdrawals per calendar year
under this Subsection.
	 
	 	(d)	 	To obtain a hardship withdrawal, a Participant must submit his withdrawal
request in accordance with procedures and within such time periods as may be determined
by the Committee. Hardship withdrawals shall be made as soon as administratively
feasible after the Committee has received the Participant’s withdrawal request and such
information and documents from the Participant as the Committee shall deem necessary.





11.04 Age 59-1/2 Withdrawals




     Upon making an application to the Committee, a Participant who has attained the age of
fifty-nine and one-half (59-1/2) may withdraw part or all of his or her vested Account balances
(excluding his or her Annual Company Contribution Account and his or her Transition Contribution
Account). The form and timing of such applications and withdrawals shall be established by the
Committee.



11.05 Additional Rules for Withdrawals




     Withdrawals made pursuant to Subsections 11.02, 11.03 and 11.04 shall be made in cash and
shall be charged to the Participant’s vested Accounts (if applicable) in such order as shall be
determined by the Committee and applied uniformly. Requests for a withdrawal shall be made



54









 







in such manner and in accordance with such rules as the Committee determines. If the
Committee determines in its discretion that a withdrawal under this Subsection shall be made in a
manner other than in writing, any Participant who makes a request pursuant to such method may
receive written confirmation of such request; further, any such request and confirmation shall be
the equivalent of a writing for all purposes.



55









 





SECTION 12




Reemployment




12.01 Reemployed Participants




     Except as provided below, if a Participant is reemployed by an Employer following a
termination of employment, such Participant shall resume participation in the Plan for all purposes
on the first day of the first payroll period following his rehire date that he is a member of a
Covered Group. If a former Employee or Eligible Employee is reemployed by an Employer, Service he
or she had accrued prior to his or her termination of employment will be reinstated for purposes of
determining his or her eligibility to participate in the Plan, and he or she shall become eligible
to participate in the Plan in accordance with the provisions of
Subsection 3.01.



12.02 Calculation of Service Upon Reemployment





	 	(a)	 	Reemployment with Vested Interest in Plan Accounts. If at the time the
Participant terminated employment, he or she had either (A) a vested interest in his or
her Before-Tax Contribution Account, Annual Company Contribution Account, Transition
Contribution Account, Matching Contribution Account or Predecessor Company Account, or
(B) amounts credited to his or her Before-Tax Contribution Account, the following rules
shall apply:






	 	(i)	 	If the Participant is reemployed by a Controlled Group Member
before he or she incurs five (5) consecutive One-Year Breaks In Service, the
Participant may repay to the Trustee, within five (5) years of his or her
Reemployment Date, the total amount previously distributed to him or her from
his or her Plan Accounts subject to vesting as a result of his or her earlier
termination of employment. If a Participant makes such a repayment to the
Trustee, both the amount of the repayment and the Forfeiture that resulted from
the previous termination of employment shall be credited to his or her Accounts
as of the Accounting Date coincident with or next following the date of
repayment and he or she shall continue to vest in such amounts in accordance
with the vesting schedule in effect at the Participant’s reemployment.
	 
	 	(ii)	 	If a Participant is reemployed by a Controlled Group Member on
or after he or she incurs five (5) consecutive One-Year Breaks in Service, his
or her pre-break Service shall count as Service for purposes of vesting in
amounts credited to his or her Annual Company Contribution Account, Transition
Contribution Account, Matching Contribution Account or Predecessor Company
Account, as applicable, on or after such reemployment. However, pre-break
Forfeitures will not be restored to such Participant’s Accounts and such
Participant’s post-break Service shall be disregarded for purposes of vesting
in his or her pre-break Annual




56









 






	 	 	 	Company Contribution Account, Transition Contribution Account, Matching
Contribution Account or Predecessor Company Account, as applicable.






	 	(b)	 	Reemployment with No Vested Interest in Plan Accounts. If at the time
the Participant terminated employment, he or she did not have either (A) a vested
interest in his or her Annual Company Contribution Account, Transition Contribution
Account, Matching Contribution Account, or Predecessor Company Account, or (B) amounts
credited to his or her Before-Tax Contribution Account, the following rules shall
apply:






	 	(i)	 	If the Participant is reemployed by a Controlled Group Member
before he or she incurs five (5) consecutive One-Year Breaks In Service, the
amount of the Forfeiture that resulted from the previous termination of
employment shall be credited to his or her Accounts as of the Accounting Date
coincident with or next following the date of his or her reemployment or as
soon as administrative feasible thereafter and he or she shall continue to vest
in such amounts.
	 
	 	(ii)	 	If the Participant is reemployed by a Controlled Group Member
before he or she incurs five (5) consecutive One-Year Breaks In Service,
pre-break Forfeitures shall not be restored to his or her Accounts. In
addition, if the Participant’s number of consecutive One-Year Breaks In Service
exceeds the greater of five (5) of the aggregate number of such Participant’s
pre-break Service, such pre-break Service shall be disregarded for purposes of
vesting in amounts credited to his or her Employer Contribution Accounts after
such employment.






	 	(c)	 	Forfeitures. Forfeitures that are credited to a Participant’s Accounts
under this Subsection shall be allocated from amounts forfeited under Subsection 10.01
or the applicable Supplement or, in the absence of such amounts, shall reduce income
and gains of the Fund to be credited under Subsection 8.02.
	 
	 	(d)	 	Transferred Participants. Notwithstanding any Plan provision to the
contrary, all service of a Transferred Participant that was recognized under the Sara
Lee Plan as of the Effective Date (or as of a subsequent transfer of employment
described in Subparagraph 2.66(b), if applicable) shall be recognized and taken into
account under the Plan to the same extent as if such service had been completed under
the Plan, subject to the provisions of this Section and any applicable break in service
rules under this Plan and the Sara Lee Plan.
	 
	 	(e)	 	Former NTX and Sara Lee Employees. If an individual (i) was previously
employed by the Sara Lee Corporation (referred to as the “prior employers” for purposes
of this Subparagraph), and (ii) subsequently becomes an Employee of an Employer or a
Controlled Group Member; all of the individual’s service with the prior employers shall
be recognized and taken into account under the Plan to the




57









 






	 	 	 	same extent as of such service had been completed under the Plan, subject to the
provisions of this Section and any applicable break in service rules under the
applicable prior employer’s plans.






58












 





SECTION 13




Special Rules for Top-Heavy Plans




13.01 Purpose and Effect




     The purpose of this SECTION 13 is to comply with the requirements of Code Section 416. The
provisions of this SECTION 13 shall be effective for each Plan Year in which the Plan is a
“Top-Heavy Plan” within the meaning of Code Section 416(g).



13.02 Top Heavy Plan




     In general, the Plan will be a Top-Heavy Plan for any Plan Year if, as of the last day of the
preceding Plan Year (the “Determination Date”), the aggregate Account balances of Participants in
this Plan who are Key Employees (as defined in Section 416(i)(1) of the Code) exceed sixty percent
(60%) of the aggregate Account balances of all Participants in the Plan. In making the foregoing
determination, the following special rules shall apply:




	 	(a)	 	A Participant’s Account balance shall be increased by the aggregate
distributions, if any, made with respect to the Participant during the one (1) year
period ending on the Determination Date (including distributions under a terminated
plan which, had it not been terminated, would have been aggregated with this Plan under
Section 416(g)(2)(A)(i) of the Code). In the case of a distribution made for a reason
other than separation from service, death or Total Disability, the one (1) year period
shall be replaced with a five (5) year period.
	 
	 	(b)	 	The Account balance of, and distributions to, a Participant who was previously
a Key Employee, but who is no longer a Key Employee, shall be disregarded.
	 
	 	(c)	 	The Account of a Beneficiary of a Participant shall be considered the Account
of a Participant.
	 
	 	(d)	 	The Account balances of a Participant who did not perform any services for the
Employers during the one (1) year period ending on the Determination Date shall be
disregarded.





13.03 Key Employee




     In general, a “Key Employee” is an Employee who, at any time during the Plan Year that
includes the Determination Date was:




	 	(a)	 	An officer of an Employer receiving annual Compensation greater than $140,000
(as adjusted under Section 416(i)(l) of the Code);
	 
	 	(b)	 	A five percent (5%) owner of an Employer; or




59









 












	 	(c)	 	A one percent (1%) owner of an Employer receiving annual Compensation from any
of the Employers and the Controlled Group Members of more than $150,000.





13.04 Minimum Employer Contribution




     For any Plan Year in which the Plan is a Top-Heavy Plan, an Employer’s contribution, if any,
credited to each Participant who is not a Key Employee shall not be less than three percent (3%) of
such Participant’s Compensation for that year. For purposes of the foregoing, contributions under
Subsection 5.01 shall not be considered Employer contributions. In no event, however, shall an
Employer contribution credited in any year to a Participant who is not a Key Employee (expressed as
a percentage of such Participant’s Compensation) exceed the maximum Employer contribution credited
in that year to a Key Employee (expressed as a percentage of such Key Employee’s Compensation).



13.05 Aggregation of Plans




     Each other defined contribution plan and defined benefit plan maintained by the Employers that
covers a “Key Employee” as a Participant or that is maintained by the Employers in order for a Plan
covering a Key Employee to qualify under Section 401(a)(4) and 410 of the Code shall be aggregated
with this Plan in determining whether this Plan is Top-Heavy. In addition, any other defined
contribution or defined benefit plan of the Employers may be included if all such plans which are
included when aggregated will continue to qualify under Section 401(a)(4) and 410 of the Code.



13.06 No Duplication of Benefits




     If an Employer maintains more than one plan, the minimum Employer contribution otherwise
required under Subsection 13.04 above may be reduced in accordance with regulations of the
Secretary of the Treasury to prevent inappropriate duplications of minimum contributions or
benefits.



13.07 Compensation




     For purposes of this Section 13, “Compensation” shall mean compensation as defined in
Subsection 6.05 of the Plan.



60









 





SECTION 14




General Provisions




14.01 Committee’s Records




     The records of the Committee as to an Employee’s age, Separation Date, Leave of Absence,
reemployment and Compensation will be conclusive on all persons unless determined to the
Committee’s satisfaction to be incorrect.



14.02 Information Furnished by Participants




     Participants and their Beneficiaries must furnish to the Committee such evidence, data or
information as the Committee considers desirable to carry out the Plan. The benefits of the Plan
for each person are on the condition that he or she furnish promptly true and complete evidence,
data and information requested by the Committee.



14.03 Interests Not Transferable




     Except as otherwise provided in Subsection 14.04 and as may be required by application of the
tax withholding provisions of the Code or of a state’s income tax act, benefits under the Plan are
not in any way subject to the debts or other obligations of the persons entitled to such benefits
and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, or encumbered.



14.04 Domestic Relations Orders




     If the Committee receives a domestic relations order issued by a court pursuant to a state’s
domestic relations law, the Committee will direct the Trustee to make such payment of the
Participant’s vested benefits to an Alternate Payee or Payees as such order specifies, provided the
Committee first determines that such order is a qualified domestic relations order (“QDRO”) within
the meaning of Section 414(p) of the Code. The Committee will establish reasonable procedures for
determining whether or not a domestic relations order is a QDRO. Upon receiving a domestic
relations order, the Committee shall promptly notify the Participant and any Alternate Payee named
in the order that the Committee has received the order and any procedures for determining whether
the order is a QDRO. If, within eighteen (18) months after receiving the order, the Committee
makes a determination that the order is a QDRO, any direction to the Trustee to pay the benefits to
an Alternate Payee as specified in the QDRO will include a direction to pay any amounts that were
to be paid during the period prior to the date the Committee determines that the order is a QDRO.
If during the eighteen (18) month period the Committee determines that the order is not a QDRO or
no determination is made with respect to whether the order is a QDRO, the Committee will direct the
Trustee to pay the amounts that would have been paid to the Alternate Payee pursuant to the terms
of the order to the Participant if such amounts otherwise would have been payable to the
Participant under the terms of the Plan. The Committee in its discretion may maintain an Account
for an Alternate Payee to which any amount that is to be paid to such Alternate Payee from a
Participant’s Accounts will be



61









 




credited. The Alternate Payee for whom such Account is maintained may exercise the same
elections with respect to the fund or funds in which the Account will be invested as would be
permissible for a Participant in the Plan. Further, the Alternate Payee may name a Beneficiary, in
the manner provided in Subsection 10.03 to whom the balance in the Account is to be paid in the
event the Alternate Payee should die before complete payment of the Account has been made.
Distribution of the Alternate Payee’s Account shall be made in accordance with Subsections 10.01
and 10.02, and the Alternate Payee may exercise the same elections with respect to requesting a
distribution or partial distribution of his or her Account as would be permissible for a
Participant in the Plan; provided that the Alternate Payee’s Required Commencement Date shall be
the date on which the Participant attains (or, in the event of the Participant’s death, would have
attained) the Participant’s Required Commencement Date. The Committee may direct the Trustee to
distribute benefits to an Alternate Payee on the earliest date specified in a QDRO, without regard
to whether such distribution is made or commences prior to the Participant’s earliest retirement
age (as defined in Section 414(p)(4)(B) of the Code) or the earliest date that the Participant
could commence receiving benefits under the Plan.




14.05 Facility of Payment




     When, in the Committee’s opinion, a Participant or Beneficiary is under a legal disability or
is incapacitated in any way so as to be unable to manage his or her financial affairs, the
Committee may direct the Trustee to make payments to his or her legal representative, or to a
relative or friend of the Participant or Beneficiary for his or her benefit, or the Committee may
direct the Trustee to apply the payment for the benefit of the Participant or Beneficiary in any
way the Committee considers advisable.



14.06 No Guaranty of Interests




     Neither the Trustee nor the Employers in any way guarantee the Trust Fund from loss or
depreciation. The Employers do not guarantee any payment to any person. The liability of the
Trustee and the Employers to make any payment is limited to the available assets of the Trust Fund.



14.07 Rights Not Conferred by the Plan




     The Plan is not a contract of employment, and participation in the Plan will not give any
Employee the right to be retained in an Employer’s employ, nor any right or claim to any benefit
under the Plan, unless the right or claim has specifically accrued under the Plan.



14.08 Gender and Number




     Where the context admits, words denoting men include women, the plural includes the singular
and vice versa.



62









 





14.09 Committee’s Decisions Final




     An interpretation of the Plan and a decision on any matter within the Committee’s discretion
made by it in good faith is binding on all persons. A misstatement or other mistake of fact shall
be corrected when it becomes known, and the Committee shall make such adjustment as it considers
equitable and practicable.



14.10 Litigation by Participants




     If a legal action begun against the Trustee, the Committee or any of the Employers by or on
behalf of any person results adversely to that person, or if a legal action arises because of
conflicting claims to a Participant’s or Beneficiary’s benefits, the cost to the Trustee, the
Committee or any of the Employers of defending the action will be charged to such extent as
possible to the sums, if any, involved in the action or payable to the Participant or Beneficiary
concerned.



14.11 Evidence




     Evidence required of anyone under the Plan may be by certificate, affidavit, document or other
information which the person acting on it considers pertinent and reliable, and signed, made or
presented by the proper party or parties.



14.12 Uniform Rules




     In managing the Plan, the Committee will apply uniform rules to all Participants similarly
situated.



14.13 Law That Applies




     Except to the extent superseded by laws of the United States, the laws of North Carolina
(without regard to any state’s conflict of laws principles) shall be controlling in all matters
relating to the Plan.



14.14 Waiver of Notice




     Any notice required under the Plan may be waived by the person entitled to such notice.



14.15 Successor to Employer




     The term “Employer” includes any entity that agrees to continue the Plan under Subparagraph
16.02(c).



14.16 Application for Benefits




     Each Participant or Beneficiary eligible for benefits under the Plan shall apply for such
benefits according to procedures and deadlines established by the Committee. In the event of
denial of any application for benefits, the procedure set forth in Subsection 14.17 shall apply.



63









 





14.17 Claims Procedure




     Claims for benefits under the Plan shall be made in such manner as the Committee shall
prescribe. Claims for benefits and the appeal of denied claims under the Plan shall be
administered in accordance with Section 503 of ERISA, the regulations thereunder (and any other law
that amends, supplements or supersedes said Section of ERISA), and the claims and appeals
procedures adopted by the Committee and/or the Appeal Committee, as appropriate, for that purpose.
The Plan shall provide adequate notice to any claimant whose claim for benefits under the Plan has
been denied, setting forth the reasons for such denial, and shall afford a reasonable opportunity
to such claimant for a full and fair review by the Appeal Committee of the decision denying the
claim. No action at law or in equity shall be brought to recover benefits under the Plan until the
appeal rights described in this Subsection have been exercised and the Plan benefits requested in
such appeal have been denied in whole or in part. Any legal action subsequent to a denial of a
benefit appeal taken by a Participant against the Plan or its fiduciaries must be filed in a court
of law no later than ninety (90) days after the Appeal Committee’s final decision on review of an
appealed claim. All decisions and communications relating to claims by Participants, denials of
claims or claims appeals under this SECTION 14 shall be held strictly confidential by the
Participant, the Committees and the Employers during and at all times after the Participant’s claim
has been submitted in accordance with this Section.



14.18 Action by Employers




     Any action required or permitted under the Plan of an Employer shall be by resolution of its
Board of Directors or by a duly authorized Committee of its Board of Directors, or by a person or
persons authorized by resolution of its Board of Directors or such Committee.



64









 





SECTION 15




No Interest in Employers




     The Employers shall have no right, title or interest in the Trust Fund, nor will any part of
the Trust Fund at any time revert or be repaid to an Employer, unless:




	 	(a)	 	The Internal Revenue Service initially determines that the Plan does not meet
the requirements of Section 401(a) of the Code, in which event the assets of the Trust
Fund attributable to the contributions made to the Plan by the Employer or Employers
with respect to whom such determination is made shall be returned to them; or
	 
	 	(b)	 	Any portion of a contribution is made by an Employer by mistake of fact and
such portion is returned to the Employer within one year after payment to the Trustee;
or
	 
	 	(c)	 	A contribution conditioned on the deductibility thereof is disallowed as an
expense for federal income tax purposes and such contribution (to the extent
disallowed) is returned to the Employer within one year after the disallowance of the
deduction.





     The amount of any contribution that may be returned to an Employer pursuant to Subparagraph
(b) or (c) above must be reduced by any portion thereof previously distributed from the Trust Fund
to Participants or their Beneficiaries and by any losses of the Trust Fund allocable thereto, and
in no event may the return of such amount cause any Participant’s Account balance to be less than
the amount that such balance would have been had the contribution not been made under the Plan.



65









 





SECTION 16




Amendment or Termination




16.01 Amendment




     While the Employers expect to continue the Plan, the Company reserves the right, subject to
SECTION 15, to amend the Plan from time to time, by resolution of the Board of Directors in
accordance with Subsection 14.18, or by resolution of a committee authorized to amend the Plan by
resolution of the Board of Directors of the Company. Notwithstanding the foregoing, no amendment
will reduce a Participant’s Account balance to less than an amount he or she would be entitled to
receive if he or she had terminated his or her association with the Employers on the day of the
amendment.



16.02 Termination




     The Plan will terminate as to all Employers on any date specified by the Company, by
resolution of the Board of Directors in accordance with Subsection 14.18, if advance written notice
of the termination is given to the Trustee and the other Employers. The Plan will terminate as to
an individual Employer on the first to occur of the following:




	 	(a)	 	The date it is terminated by that Employer, by resolution of its Board of
Directors in accordance with Subsection 14.18, if advance written notice of the
termination is given to the Company and the Trustee;
	 
	 	(b)	 	The date the Employer permanently discontinues its contributions under the
Plan; and
	 
	 	(c)	 	The dissolution, merger, consolidation or reorganization of that Employer, or
the sale by that Employer of all or substantially all of its assets; provided, however,
that upon the occurrence of any of the foregoing events, arrangements may be made
whereby the Plan will be continued by a successor to such Employer, in which case the
successor will be substituted for such Employer under the Plan.





16.03 Effect of Termination




     On termination or partial termination of the Plan, the date of termination will be an
Accounting Date, and, after all adjustments then required have been made, each Participant’s
Account balance will be vested in him or her and distributed to him or her by one or more of the
methods described in Subsection 10.01 as the Committee decides. All appropriate accounting
provisions of the Plan will continue to apply until the Account balances of all Participants have
been distributed under the Plan.



16.04 Notice of Amendment or Termination




     Participants will be notified of an amendment or termination within a reasonable time.



66









 





16.05 Plan Merger, Consolidation, Etc.




     In the case of any merger or consolidation with, or transfer of assets or liabilities to, any
other Plan, each Participant’s benefits if the Plan terminated immediately after such merger,
consolidation or transfer shall be equal to or greater than the benefits he or she would have been
entitled to receive if the Plan had terminated immediately before the merger, consolidation or
transfer.



67









 





SECTION 17




Relating to the Plan Administrator and Committees




17.01 The Employee Benefits Administrative Committee




     The Board of Directors of the Company has appointed the Committee, consisting of three (3) or
more individuals, to consolidate the powers and duties of administration of the employee benefit
plans and programs maintained by the Company. Each appointee to the Committee shall serve for as
long as is mutually agreeable to the Company and to the appointee. A majority of the members of
the Committee have the power to act on behalf of the Committee. The Committee may delegate any of
its responsibilities hereunder, by designating in writing other persons to advise it with regard to
any such responsibilities. Any person to whom the Committee has delegated any of its
responsibilities also may delegate any of its responsibilities hereunder, subject to the approval
of the Committee, by designating in writing other persons to carry out its responsibilities under
the Plan, and may retain other persons to advise it with regard to any of such responsibilities.
The Committee and any delegate of the Committee hereunder may serve in more than one fiduciary
capacity. The Committee and its delegates may allocate fiduciary responsibilities among themselves
in any reasonable and appropriate fashion, subject to the approval of the Committee. Except as
otherwise specifically provided and in addition to the powers, rights and duties specifically given
to the Committee elsewhere in the Plan and the Trust Agreement, the Committee shall have the
following discretionary powers, rights and duties:




	 	(a)	 	To approve the appointment and removal of the members of the Appeal Committee,
who shall have such powers, rights and duties as are specifically provided elsewhere in
the Plan in addition to those delegated by the Committee.
	 
	 	(b)	 	To act as “Plan Administrator” of the Plan, and to adopt such regulations and
rules of procedure as in its opinion may be necessary for the proper and efficient
administration of the Plan and as are consistent with the Plan and Trust Agreement.
The Committee shall be the fiduciary responsible for ensuring that procedures
safeguarding the confidentiality of all Participant decisions and directions relating
to purchase, sale, tendering and voting (as described in Subsection 9.06) of shares of
Sara Lee Stock and Hanesbrands credited to such Participants’ Accounts are sufficient
and are being followed.
	 
	 	(c)	 	To determine all questions arising under the Plan other than those
determinations that have been delegated to the Appeal Committee or the Investment
Committee, including the power to determine the rights or eligibility of Employees or
Participants and any other persons, and the amounts of their benefits under the Plan,
and to remedy ambiguities, inconsistencies or omissions, and to make factual
findings; such determinations shall be binding on all parties. Benefits under this
Plan will be paid only if the Committee decides in its discretion that the applicant is
entitled to them.




68









 












	 	(d)	 	To enforce the Plan in accordance with its terms and the terms of the Trust
Agreement and in accordance with the rules and regulations adopted by the Committee.
	 
	 	(e)	 	To construe and interpret the Plan and Trust Agreement, to reconcile and
correct any errors or inconsistencies and to make adjustments for any mistakes or
errors made in the administration of the Plan.
	 
	 	(f)	 	To furnish the Employers with such information as may be required by them for
tax or other purposes.
	 
	 	(g)	 	To employ agents, attorneys, accountants, actuaries or other organizations or
persons (who also may be employed by the Employers) and allocate or delegate to them
any of the powers, rights and duties of the Committee as the Committee may consider
necessary or advisable to properly administer the Plan. To the extent that the
Committee delegates to any person or entity the discretionary authority to manage and
control the administration of the Plan, such person or entity shall be a fiduciary as
defined in ERISA. As appropriate, references to the Committee herein with respect to
any delegated powers, rights and duties shall be considered references to the
applicable delegate.





17.02 The ERISA Appeal Committee




     The Committee has appointed the Appeal Committee primarily for the purpose of reviewing
decisions denying benefits under the Plan and reviewing requests for hardship withdrawals under
Subsection 11.03 of the Plan. The Appeal Committee shall consist of five (5) or more individuals,
and each such appointee shall serve for as long as is mutually agreeable to the Committee and to
the appointee. A majority of the members of the Appeal Committee will have the power to act on
behalf of the Appeal Committee. Except as otherwise specifically provided and in addition to the
powers, rights and duties specifically given to the Appeal Committee elsewhere in the Plan and the
Trust Agreement, the Appeal Committee shall have the following powers, rights and duties:




	 	(a)	 	To adopt such regulations and rules of procedure as in its opinion may be
necessary for the proper and efficient administration of the Plan and as are consistent
with the Plan and Trust Agreement.
	 
	 	(b)	 	To have final review of appeals of decisions by the Committee or its delegates
denying benefits under the Plan, and to have final review of decisions by the Committee
or its delegates denying requests for hardship withdrawals under Subsection 11.03 of
the Plan, including the power to determine the rights or eligibility of Employees or
Participants and any other persons, and to remedy ambiguities, inconsistencies or
omissions.




69









 












	 	(c)	 	To enforce the Plan in accordance with its terms and the terms of the Trust
Agreement, and in accordance with the rules and regulations adopted by the Committee.
	 
	 	(d)	 	To construe the Plan and Trust Agreement, to reconcile and correct any errors
or inconsistencies and to make adjustments for any mistakes or errors made in the
administration of the Plan.





     The Committee and the Appeal Committee are sometimes referred to herein collectively as the
“Committees.”



17.03 Secretary of the Committee




     Each of the Committees may appoint a secretary to act upon routine matters connected with the
administration of the Plan, to whom the Committee or the Appeal Committee, as the case may be, may
delegate such authorities and duties as it deems expedient.



17.04 Manner of Action




     During
any period in which two (2) or more members of any of the Committees are acting, the
following provisions apply where the context admits:




	 	(a)	 	A member of the Committee or the Appeal Committee, as applicable, by writing
may delegate any or all of such member’s rights and duties to any other member, with
the consent of the latter.
	 
	 	(b)	 	The Committee or the Appeal Committee, as applicable may act by meeting or by
writing signed without meeting, and may sign any document by signing one document or
concurrent documents.
	 
	 	(c)	 	An action or a decision of a majority of the members of the Committee or the
Appeal Committee, as the case may be, as to a matter shall be effective as if taken or
made by all members of the Committee or the Appeal Committee, as applicable.
	 
	 	(d)	 	If, because of the number qualified to act, there is an even division of
opinion among the members of the Committee or the Appeal Committee, as the case may be,
as to a matter, a disinterested party selected by the Committee or the Appeal
Committee, as applicable, may decide the matter and such party’s decision shall
control.
	 
	 	(e)	 	The certificate of the secretary of the Committee or the Appeal Committee, as
applicable, of a majority of the members that the Committee or the Appeal Committee, as
the case may be, has taken or authorized any action shall be conclusive in favor of any
person relying on the certificate.




70









 











17.05 Interested Party




     If any member of the Committee or the Appeal Committee, as applicable also is a Participant in
the Plan, such individual may not decide or determine any matter or question concerning payments to
be made to such individual unless such decision or determination could be made by such individual
under the Plan if such individual were not a member of the applicable committees.



17.06 Reliance on Data




     The Committee or the Appeal Committee, as applicable may rely upon data furnished by
authorized officers of any Employer as to the age, Service and Compensation of any Employee of such
Employer and as to any other information pertinent to any calculations or determinations to be made
under the provisions of the Plan, and the Committees shall have no duty to inquire into the
correctness thereof.



17.07 Committee Decisions




     Subject to applicable law, any interpretation of the provisions of the Plan and any decisions
on any matter within the discretion of the Committee or the Appeal Committee, as applicable made by
such party in good faith shall be binding on all persons. A misstatement or other mistake of fact
shall be corrected when it becomes known, and the Committee or the Appeal Committee, as applicable
shall make such adjustments on account thereof as they consider equitable and practicable.



71









 





SECTION 18




Adoption of Plan by Controlled Group Members




     With the consent of the Company, any Controlled Group Member of the Company may adopt the Plan
and become an Employer hereunder. The adoption of the Plan by any such Controlled Group Member
shall be effected by resolution of its Board of Directors, and the Company’s consent thereto shall
be effected by resolution of the Committee.



72









 





SECTION 19




Supplements to the Plan




     From time to time, the Company or the Committee may adopt Supplements to the Plan for the
purpose of modifying the provisions of the Plan as they apply to certain or all Participants in a
Covered Group or for the purpose of preserving benefits derived from another plan maintained by an
Employer or a Predecessor Company to an Employer. Such Supplements will form a part of the Plan as
applied to the Participants affected or covered thereby.



*      *      *




     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by the undersigned officer
this 26th day of July, 2006.



	 	 	 	 	 	 	 
	 	 	HANESBRANDS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kevin W. Oliver	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	Senior Vice President, Human Resources	 	 






73









 





EXHIBIT A




Accounts Transferred from the Sara Lee Plan




     The assets and liabilities of the Sara Lee Plan attributable to participants employed by the
following businesses/divisions were transferred from the Sara Lee Plan to the Plan as of the
Effective Date:



	 	 	 
	Business /Division	 	Division Code
	Champion Athleticwear
	 	7800
	Champion Jogbra
	 	9501
	Champion Jogbra (Vermont)
	 	9500
	Eden Yarn
	 	9225
	Harwood
	 	9260
	Hanes Printables
	 	9250
	Henson Kicknerick
	 	9300
	J. E. Morgan
	 	9265
	OuterBanks
	 	9266
	Playtex Apparel-Hourly
	 	9401
	Playtex Apparel-Salary
	 	9400
	Sara Lee Activewear/Hourly
	 	9221
	Sara Lee Business Services
	 	9273

	 
	 	(except process level 12702)
	Sara Lee Casualwear
	 	9220

	 
	 	(except process level 19901 (Courtalds))
	Sara Lee Direct
	 	9271
	Sara Lee Hosiery
	 	9210
	Sara Lee Intimate Apparel
	 	9200

	 
	 	(except process level 19901 (Courtalds))
	Sara Lee Sock Company (previously
known as Adams-Millis
Corporation)
	 	7995
	Sara Lee Underwear
	 	9240
	Sara Lee Underwear Weston
	 	9260
	Scotch Maid
	 	7975
	Socks Galore
	 	9272
	Spring City Knitting
	 	9230







74









 






Covered Groups




     The following lists the Covered Groups under the Plan as of the Effective Date




	1.	 	Employees of Hanesbrands Inc. other than (a) employees employed in Puerto Rico, and (b)
employees covered by a collective bargaining agreement which agreement does not provide for
participation in the Plan; provided that participation in the Plan was the subject of good
faith bargaining.





75









 





SUPPLEMENT A

TO

HANESBRANDS INC.

RETIREMENT SAVINGS PLAN

Provisions Relating to the Merger of the

National Textiles, L.L.C. 401(k) Plan

into the

Hanesbrands Inc. Retirement Savings Plan




     A-1. Purpose. The provisions of this Supplement A apply to: (a) participants in the
National Textiles, L.L.C. 401(k) Plan (the “NTX Plan”) as of January 1, 2007 and (b) all other
individuals who are active employees of National Textiles, L.L.C. (“NTX”) on January 1, 2007; and
shall supersede the provisions of the Plan (except such Plan provisions as impose conditions or
limitations required by applicable law) to the extent necessary to eliminate any inconsistency
between the Plan and this Supplement A. Effective as of the close of business on January 1, 2007
(the “Merger Date”), the NTX Plan shall be merged into, and continued in the form of, this Plan.
The purpose of this Supplement A is to reflect the merger and resulting transfer of accounts of
participants in the NTX Plan as of the Merger Date (“NTX Plan Participants”) and to set forth
special provisions which shall apply with respect to NTX Plan Participants. The merger and the
transfer of assets and liabilities from the NTX Plan to this Plan shall be in accordance with the
applicable provisions of ERISA and Sections 401(a)(12), 411(d)(6), and 414(l) of the Code. In
addition to providing for the merger of the NTX Plan into this Plan, this Supplement A provides a
special vesting rule with respect to individuals who are not NTX Plan Participants but are active
employees of NTX on the Merger Date.



     A-2. Participation. Subject to the conditions and limitations of the Plan, each NTX
Plan Participant on the Merger Date who is employed by NTX or Hanesbrands Inc. on and after the
Merger Date shall automatically become a Participant in this Plan on the Merger Date and shall be
covered by this Supplement A. Except as provided in this Supplement A, NTX Plan Participants
described in the preceding sentence:




Shall be eligible to make Before-Tax Contributions in accordance with Subparagraph 4.01(a)
(and Catch-Up Contributions, if applicable, in accordance with Subsection 4.02);




Shall not be deemed to have made an automatic deferral election under Subparagraph 4.01(b)
until such time as otherwise determined by the Committee; and




Shall be eligible to receive Annual Company Contributions in accordance with Subsection
5.02, and Matching Contributions in accordance with Subsection 5.03.


Each other NTX Plan Participant shall, on and after the Merger Date, be treated as a restricted
Participant or Beneficiary (as applicable) of the Plan pursuant to Subsection 7.02 and the
conditions and limitations of the Plan. Notwithstanding any provision of the Plan to the contrary,
NTX Plan Participants who have not met the requirements of Section 3.01 of the Plan prior to the
Merger Date shall be permitted to continue making and receiving Plan contributions


1









 






described in subparagraphs (a), (b) and (c) above on and after the Merger Date; provided, however,
that any employee of NTX or Hanesbrands Inc. on and after the Merger Date who did not meet the
requirements of Section 3.01 of the Plan as of the Merger Date and who was not an NTX Participant
as of the Merger Date, must meet the requirements of Section 3.01 of the Plan on or after the
Merger Date prior to becoming a Participant in the Plan.




     A-3. Transfer of Assets. The assets of accounts held in the NTX Plan will be
transferred into and become assets of this Plan and will be held, invested and administered by the
Trustee with the other assets of the Trust Fund pursuant to the provisions of the Trust Agreement
and Plan.



     A-4. Transfer of Accounts. All accounts maintained for NTX Plan Participants under
the NTX Plan on the Merger Date shall be adjusted as of that date in accordance with the provisions
of the NTX Plan. As soon as administratively practicable following such adjustment, assets and
liabilities of the NTX Plan equal to the net credit balances in such accounts, as adjusted, shall
be transferred to the Plan and credited to corresponding accounts established for each NTX Plan
Participant under the Plan as follows:



	 	 	 
	NTX Account

	 	HBI Account
	Tax-Deferred 401(k) Contribution Account

	 	Before-Tax Contribution Account
	After-Tax Account

	 	After-Tax Account
	Rollover Account

	 	Rollover Contribution Account
	Prior ESOP Account

	 	Predecessor Company Account
	Matching Contribution Account

	 	Predecessor Company Account
	Prior Company Account

	 	Predecessor Company Account





Effective as of the Merger Date, NTX Plan Participants’ accounts under the NTX Plan shall be paid
from the Plan in accordance with the terms of the Plan.




     A-5. Plan Benefits for Participants Who Terminated Employment Prior to the Merger
Date. The benefits that would have been provided under the Plan with respect to any
Participant who retired or whose employment otherwise terminated prior to the Merger Date will be
provided from the Plan pursuant to the provisions thereof.



     A-6. Vesting. As of the Merger Date, each NTX Plan Participant, employed by NTX or
the Employer on the Merger Date, shall be 100% vested in and have a nonforfeitable interest in all
contributions made to the Plan prior to the Merger Date and on and after the Merger Date. Each
other NTX Plan Participant who was not employed by NTX, the Employer or a Controlled Group Member
on the Merger Date shall be vested in his Account balance to the same extent that he was vested at
his Separation Date, subject to Section 12 of the Plan. Each individual who is actively employed
by NTX on the Merger Date but is not then an NTX Plan Participant shall be 100% vested in and have
a nonforfeitable interest in all contributions made to the Plan on his behalf on and after the
Merger Date.



     A-7. Loans. Any loans from the NTX Plan to NTX Plan Participants that are outstanding
as of the Merger Date shall be transferred to the Plan and will be held and



2









 







administered hereunder pursuant to the terms of such loans, regulations under the Code and
ERISA, and rules established by the Committee.



     A-8. Transfer of Records. On or as soon as practicable after the Merger Date, the
administrator of the NTX Plan shall transfer to the Plan Administrator all administrative records
maintained with respect to NTX Plan Participants.



     A-9. Use of Terms. The provisions of this Supplement A shall supersede the provisions
of the Plan (except such Plan provisions that impose conditions or limitations required by
applicable law) to the extent necessary to eliminate any inconsistency between this Supplement A
and the Plan. Terms used in this Supplement A shall, unless defined in this Supplement A or
otherwise noted, have the meanings given to those terms elsewhere in the Plan.



3









 





SUPPLEMENT B

TO

HANESBRANDS INC.

RETIREMENT SAVINGS PLAN

Special Participation Provisions



The following individuals shall become Participants pursuant to Subsection 3.01(a)(i) of the Plan
without regard to age (except for purposes of the Annual Company Contribution):




	 	 	 	 	 
	EMPLOYEE ID	 	BIRTHDATE	 	STATUS DATE
	150720
	 	2/26/1989	 	10/2/2007
	150703
	 	6/28/1987	 	9/30/2007
	150710
	 	11/12/1987	 	10/2/2007
	150712
	 	6/4/1988	 	10/2/2007
	150575
	 	9/10/1988	 	9/19/2007
	150627
	 	1/16/1987	 	9/23/2007
	150574
	 	10/21/1987	 	9/19/2007
	150578
	 	12/26/1988	 	9/19/2007
	150637
	 	10/24/1987	 	9/24/2007
	150462
	 	8/22/1987	 	9/11/2007
	150401
	 	9/17/1987	 	9/4/2007
	150436
	 	12/5/1987	 	9/11/2007
	150468
	 	5/26/1989	 	9/5/2007
	150125
	 	4/12/1989	 	8/28/2007
	149971
	 	6/17/1988	 	8/17/2007
	149981
	 	11/17/1987	 	8/19/2007
	149953
	 	11/10/1987	 	8/14/2007
	150453
	 	5/13/1989	 	9/10/2007
	149540
	 	5/18/1988	 	7/10/2007
	149571
	 	2/20/1988	 	7/9/2007
	149337
	 	3/15/1988	 	6/15/2007
	149265
	 	4/29/1988	 	6/11/2007
	149263
	 	8/12/1987	 	6/11/2007
	149194
	 	5/2/1987	 	5/31/2007
	148964
	 	4/29/1988	 	517/2007
	148879
	 	9/2/1987	 	4/30/2007
	148830
	 	10/14/1988	 	4/24/2007
	148666
	 	8/12/1988	 	12/27/2007
	148669
	 	3/12/1988	 	3/30/2007
	148461
	 	11/20/1988	 	2/27/2007
	148508
	 	5/29/1988	 	3/7/2007
	148461
	 	11/20/1988	 	2/27/2007






A-1









 






	 	 	 	 	 
	EMPLOYEE ID	 	BIRTHDATE	 	STATUS DATE
	148391
	 	12/1/1988	 	2/15/2007
	148203
	 	7/5/1988	 	1/24/2007
	148332
	 	12/1/1990	 	2/6/2007
	135548
	 	5/5/1989	 	9/20/2006
	135163
	 	4/28/1988	 	8/28/2006







A-2