EXHIBIT
10.17

THE WARNACO GROUP, INC.

NON-EMPLOYEE
DIRECTORS
DEFERRED COMPENSATION
PLAN

		
	1) 	Purpose. The purpose of The
Warnaco Group, Inc. Non-Employee Directors Deferred Compensation Plan
(the ‘‘Plan’’) is to enable directors of
The Warnaco Group, Inc. (the ‘‘Company’’)
who are not also employees of the Company to defer the receipt of
certain compensation earned in their capacity as directors of the
Company.


		
	2) 	Effective Date. The Plan is
effective as of December  20,  2006 (the
‘‘Effective Date’’), the date on which it
was adopted by the Nominating and Corporate Governance Committee (the
‘‘Committee’’) of the Board of Directors of
the Company (the ‘‘Board’’).


		
	3) 	Eligibility. Directors of the Company who
are not also employees of the Company or any of its subsidiaries
(‘‘Directors’’) are eligible to participate
in the Plan. Each individual who is serving as a Director on the
Effective Date may, within 30 days following the Effective Date, make a
deferral election with respect to Director Fees (as defined in Section
5) to be earned following the date on which such election is made. Each
individual whose service as a Director commences following the
Effective Date may, prior to or within 30 days after the commencement
of such Director’s service on the Board, make a deferral election
with respect to Director Fees to be earned following the date on which
such election is made.


		
	4) 	Administration.
The Plan shall be administered by the Committee. The Committee shall
have the authority to adopt rules and regulations for carrying out the
Plan’s intent and to interpret, construe and implement the
provisions thereof. Determinations made by the Committee with respect
to the Plan, any deferral made hereunder and any Director’s
account shall be final and binding on all persons, including but not
limited to the Company, each Director participating in the Plan and
such Director’s beneficiaries.


		
	5) 	Deferral of Fees. Subject to such rules
and procedures that the Committee may establish from time to time,
Directors may elect to defer under the Plan all amounts to be paid to a
Director, including annual retainer and committee meeting fees, whether
payable in the form of cash or unrestricted shares of Common Stock, par
value $0.01 of the Company (‘‘Common
Stock’’), but excluding any payment or reimbursement with
respect to a Director’s expenses arising from his or her service
as a member of the Board, in any case, that would otherwise be payable
in accordance with the Company’s policies as in effect from time
to time (such cash or unrestricted Common Stock compensation,
collectively, ‘‘Director Fees’’). In order
to defer Director’s Fees, the Director must complete a deferral
election in such form, and at such time, as determined by the Committee
in its sole discretion. Once a Director has elected to defer his or her
Director’s Fees, the election may not be revoked and shall
continue in force for the remainder of the Director’s service as
a member of the Board; provided, however, that a Director may, no later
than 30 days prior to the beginning of any calendar year, revoke his or
her deferral election with respect to the entirety of such calendar
year.


		
	6) 	Form of Deferral. The Company
shall establish a separate deferred compensation account on its books
in the name of each Director who has elected to participate in the
Plan. A number of stock units (‘‘Stock
Units’’), to be issued under the Company’s 2005
Stock Incentive Plan or a successor plan (the ‘‘Stock
Plan’’), shall be credited to each such Director’s
account as of each date (a ‘‘Deferral
Date’’) on which amounts deferred under the Plan would
otherwise have been paid to such Director. The number of Stock Units
credited to a Director’s account as of each Deferral Date shall
be calculated by dividing by the amount so deferred by the Fair Market
Value (as defined below) of a share of Common Stock as of such Deferral
Date. For purposes of the Plan, the Fair Market Value of a share of
Common Stock as of any date shall be (i) the closing sales price per
share of Common Stock on the national securities exchange on which the
Common 










		
	 	
Stock is principally traded, for the last
preceding date on which there was a sale of such Common Stock on such
exchange or, (ii) if the Common Stock is not publicly traded as of such
date, such value per share as the Committee shall determine in its sole
discretion. The Stock Units so credited shall be immediately vested and
non-forfeitable and shall become payable as set forth herein. Except as
set forth herein, the terms and conditions of the Stock Units credited
to Director’s accounts under the Plan shall be governed by the
Stock Plan, including, but not limited to, the equitable adjustment
provisions set forth in Section 4(b)
thereof.


		
	7) 	Dividend Equivalents.
Additional Stock Units shall be credited to a Director’s account
as of each date (a ‘‘Dividend Date’’) on
which cash dividends and/or special dividends and distributions are
paid with respect to Common Stock, provided that at least one Stock
Unit is credited to such Director’s account as of the record
date for such dividend or distribution. The number of Stock Units to be
credited to a Director’s account under the Plan as of any
Dividend Date shall equal the quotient obtained by dividing (a) the
product of (i) the number of the Stock Units credited to such account
on the record date for such dividend or distribution and (ii) the per
share dividend (or distribution value) payable on such Dividend Date,
by (b) the Fair Market Value of a share of Common Stock as of such
Dividend Date.


		
	8) 	Restrictions on
Transfer. The right of a Director or that of any other person to
the payment of deferred compensation or other benefits under the Plan
may not be assigned, transferred, pledged or encumbered except by will
or by the laws of descent and
distribution.


		
	9) 	Payment of Stock Units.
Each Director (or his or her beneficiary) shall receive a one-time
distribution of all Stock Units then credited to the Director’s
account under the Plan within 60 days immediately following the date
upon which such Director’s service as a member of the Board
terminates for any reason. Such distribution shall be in the form of
Common Stock. The number of shares of the Common Stock payable upon
such distribution shall equal the number of Stock Units credited to
such Director’s account as of the date of such distribution to
be paid in Common Stock, less applicable withholding. Fractional shares
shall be payable in cash.


		
	10) 	Unfunded Plan;
Creditor’s Rights. The Plan is intended to be an
‘‘unfunded’’ plan for purposes of the
Employee Retirement Income Security Act of 1974, as amended. The
obligation of the Company under the Plan is purely contractual and
shall not be funded or secured in any way; provided, however, that the
Company may establish a grantor trust of the type commonly known as a
‘‘rabbi trust’’ for the purpose of satisfying
its obligations under the Plan and may, but shall not be required to,
contribute shares of Common Stock to such trust from time to time. A
Director or any beneficiary shall have only the interest of an
unsecured general creditor of the Company in respect of the Stock Units
credited to such Director’s account under the Plan.


		
	11) 	Successors in Interest. The obligations
of the Company under the Plan shall be binding upon any successor or
successors of the Company, whether by merger, consolidation, sale of
assets or otherwise, and for this purpose reference herein to the
Company shall be deemed to include any such successor or
successors.


		
	12) 	Governing Law;
Interpretation. The Plan shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.
The Company intends that transactions under the Plan shall be exempt
under Rule 16b-3 promulgated under Section 16 of the Securities
Exchange Act of 1934, as amended, unless otherwise determined by the
Company.


		
	13) 	Termination and Amendment of the
Plan. The Committee may terminate the Plan at any time; provided,
that termination of the Plan shall not adversely affect the rights of a
Director or beneficiary thereof with respect to amounts previously
deferred under the Plan without the consent of such Director and that
of such Director’s beneficiary. The Committee may amend the Plan
at any time and from time to time; provided, however, that no such
amendment shall adversely affect the rights of any Director or
beneficiary thereof with respect to amounts previously deferred under
the Plan.