exv10w1






Exhibit 10.1




HANESBRANDS INC.



RETIREMENT SAVINGS PLAN



(As Amended and Restated Effective as of January 1, 2010)










 









 








CERTIFICATE




     The undersigned, as a duly authorized representative of the Hanesbrands Inc. Employee Benefits
Administrative Committee, hereby adopts the Hanesbrands Inc. Retirement Savings Plan, as amended
and restated effective as of January 1, 2010.



     Dated
this 27th day of April, 2010.





	 	 	 	 	 
	 
	 	 	HANESBRANDS INC. EMPLOYEE

BENEFITS ADMINISTRATIVE

COMMITTEE
	 
	 	 	By:	/s/ Virginia A. Piekarski	 
	 	 	 	 	 
		 	 	Administrative Committee Member	 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	SECTION 1
	 	 	1	 
	1.01 Background; Purpose of Plan
	 	 	1	 
	1.02 Effective Date; Plan Year
	 	 	1	 
	1.03 Plan Administration
	 	 	1	 
	1.04 Plan Supplements
	 	 	1	 
	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 Deferral
	 	 	9	 
	2.34 Fair Market Value
	 	 	9	 
	2.35 Forfeiture
	 	 	9	 
	2.36 Hanesbrands Stock
	 	 	9	 
	2.37 Highly Compensated Employee
	 	 	10	 
	2.38 Hour of Service
	 	 	10	 
	2.39 Investment Committee
	 	 	10	 
	2.40 Leased Employee
	 	 	10	 
	2.41 Leave of Absence
	 	 	10	 
	2.42 Limitation Year
	 	 	11	 
	2.43 Matching Contributions
	 	 	11	 
	2.44 Matching Contribution Account
	 	 	11	 
	2.45 Maternity or Paternity Absence
	 	 	11	 
	2.46 Normal Retirement Age
	 	 	11	 
	2.47 One-Year Period of Severance
	 	 	11	 
	2.48 Participant
	 	 	11	 
	2.49 Period of Service
	 	 	12	 
	2.50 Plan
	 	 	12	 
	2.51 Plan Year
	 	 	12	 
	2.52 Predecessor Company
	 	 	13	 
	2.53 Predecessor Company Account
	 	 	13	 
	2.54 Predecessor Plan
	 	 	13	 
	2.55 Required Commencement Date
	 	 	13	 
	2.56 Rollover Contribution
	 	 	13	 
	2.57 Rollover Contribution Account
	 	 	13	 
	2.58 Sara Lee Plan
	 	 	13	 
	2.59 Separation Date
	 	 	13	 
	2.60 Service
	 	 	14	 
	2.61 Spin-Off, Spin-Off Date
	 	 	14	 
	2.62 Totally Disabled or Total Disability
	 	 	14	 
	2.63 Transferred Participants
	 	 	14	 
	2.64 Trust Agreement
	 	 	15	 
	2.65 Trust Fund
	 	 	15	 
	2.66 Trustees
	 	 	15	 
	2.67 Year of Service
	 	 	15	 
	 
	 	 	 	 
	SECTION 3
	 	 	17	 
	Participation
	 	 	17	 
	3.01 Eligibility to Participate
	 	 	17	 
	3.02 Covered Group
	 	 	18	 
	3.03 Leave of Absence
	 	 	18	 
	3.04 Leased Employees
	 	 	18	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	PAGE
	SECTION 4
	 	 	19	 
	Before-Tax Contributions
	 	 	19	 
	4.01 Before-Tax Contributions
	 	 	19	 
	4.02 Catch-Up Contributions
	 	 	20	 
	4.03 Change in Election
	 	 	20	 
	4.04 Direct Transfers and Rollovers
	 	 	20	 
	 
	 	 	 	 
	SECTION 5
	 	 	22	 
	Employer Contributions
	 	 	22	 
	5.01 Before-Tax Contributions
	 	 	22	 
	5.02 Annual Company Contribution
	 	 	22	 
	5.03 Matching Contributions
	 	 	22	 
	5.04 Transition Contribution
	 	 	23	 
	5.05 Allocation of Annual Company Contribution
	 	 	24	 
	5.06 Payment of Matching Contributions
	 	 	24	 
	5.07 Allocation of Matching Contributions
	 	 	24	 
	5.08 Limitations on Employer Contributions
	 	 	24	 
	5.09 Verification of Employer Contributions
	 	 	24	 
	5.10 Corrective Contributions/Reallocations
	 	 	24	 
	5.11 No Interest in Employers
	 	 	25	 
	 
	 	 	 	 
	SECTION 6
	 	 	26	 
	Contribution Limits
	 	 	26	 
	6.01 Limitation on Before-Tax Contributions
	 	 	26	 
	6.02 Limitation on Matching Contributions
	 	 	26	 
	6.03 Dollar Limitation
	 	 	26	 
	6.04 Allocation of Earnings to Distributions of Excess Deferrals
	 	 	27	 
	6.05 Contribution Limitations
	 	 	27	 
	 
	 	 	 	 
	SECTION 7
	 	 	29	 
	Period of Participation
	 	 	29	 
	7.01 Separation Date
	 	 	29	 
	7.02 Restricted Participation
	 	 	29	 
	 
	 	 	 	 
	SECTION 8
	 	 	31	 
	Accounting
	 	 	31	 
	8.01 Separate Accounts
	 	 	31	 
	8.02 Adjustment of Participants’ Accounts
	 	 	31	 
	8.03 Crediting of 401(k) Contributions
	 	 	32	 
	8.04 Charging Distributions
	 	 	33	 
	8.05 Statement of Account
	 	 	33	 






-iii-









 






TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	PAGE
	SECTION 9
	 	 	34	 
	The Trust Fund and Investment of Trust Assets
	 	 	34	 
	9.01 The Trust Fund
	 	 	34	 
	9.02 The Investment Funds
	 	 	34	 
	9.03 Investment of Contributions
	 	 	34	 
	9.04 Change in Investment of Contributions
	 	 	34	 
	9.05 Elections to Transfer Balances Between Accounts; Diversification
	 	 	35	 
	9.06 Voting of Stock; Tender Offers
	 	 	35	 
	9.07 Confidentiality of Participant Instructions
	 	 	36	 
	 
	 	 	 	 
	SECTION 10
	 	 	37	 
	Payment of Account Balances
	 	 	37	 
	10.01 Payments to Participants
	 	 	37	 
	10.02 Distributions in Shares
	 	 	40	 
	10.03 Beneficiary
	 	 	41	 
	10.04 Missing Participants and Beneficiaries
	 	 	42	 
	10.05 Rollovers
	 	 	43	 
	10.06 Forfeitures
	 	 	43	 
	10.07 Recovery of Benefits
	 	 	44	 
	10.08 Dividend Pass-Through Election
	 	 	44	 
	10.09 Minimum Distributions
	 	 	44	 
	 
	 	 	 	 
	SECTION 11
	 	 	49	 
	Loans and Withdrawals
	 	 	49	 
	11.01 Loans to Participants
	 	 	49	 
	11.02 After-Tax Withdrawals
	 	 	51	 
	11.03 Hardship Withdrawals
	 	 	51	 
	11.04 Age 59-1/2 Withdrawals
	 	 	53	 
	11.05 Additional Rules for Withdrawals
	 	 	53	 
	 
	 	 	 	 
	SECTION 12
	 	 	55	 
	Reemployment
	 	 	55	 
	12.01 Reemployed Participants
	 	 	55	 
	12.02 Calculation of Service Upon Reemployment
	 	 	55	 
	 
	 	 	 	 
	SECTION 13
	 	 	58	 
	Top-Heavy Rules
	 	 	58	 
	13.01 Purpose and Effect
	 	 	58	 
	13.02 Top Heavy Plan
	 	 	58	 
	13.03 Key Employee
	 	 	58	 
	13.04 Minimum Employer Contribution
	 	 	59	 






-iv-









 







TABLE OF CONTENTS
(continued)






	 	 	 	 	 
	 	 	PAGE
	13.05 Aggregation of Plans
	 	 	59	 
	13.06 No Duplication of Benefits
	 	 	59	 
	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	 
	14.19 Adoption of Plan by Controlled Group Members
	 	 	64	 
	 
	 	 	 	 
	SECTION 15
	 	 	65	 
	Amendment or Termination
	 	 	65	 
	15.01 Amendment
	 	 	65	 
	15.02 Termination
	 	 	65	 
	15.03 Effect of Termination
	 	 	65	 
	15.04 Notice of Amendment or Termination
	 	 	65	 
	15.05 Plan Merger, Consolidation, Etc.
	 	 	66	 
	 
	 	 	 	 
	SECTION 16
	 	 	67	 
	Relating to the Plan Administrator and Committees
	 	 	67	 
	16.01 The Employee Benefits Administrative Committee
	 	 	67	 
	16.02 The ERISA Appeal Committee
	 	 	68	 
	16.03 Secretary of the Committee
	 	 	69	 
	16.04 Manner of Action
	 	 	69	 
	16.05 Interested Party
	 	 	69	 
	16.06 Reliance on Data
	 	 	69	 






-v-









 







TABLE OF CONTENTS
(continued)






	 	 	 	 	 
	 	 	PAGE
	16.07 Committee Decisions
	 	 	70	 
	 
	 	 	 	 
	EXHIBIT A
	 	 	A-1	 
	Accounts Transferred from the Sara Lee Plan
	 	 	A-1	 






-vi-









 





HANESBRANDS INC.

RETIREMENT SAVINGS PLAN



(As Amended and Restated Effective as of January 1, 2010)



SECTION 1




1.01 Background; Purpose of Plan




     Effective July 24, 2006, Hanesbrands Inc. (the “Company”) established the Plan, to permit
Eligible Employees of the Company and the other Employers to accumulate their retirement savings on
a tax-favored basis. In connection with the spin-off of the Company from the Sara Lee Corporation,
the Accounts of Transferred Participants were spun off from the Sara Lee Plan and transferred to
this Plan. A portion of the Plan (that portion invested in the Hanesbrands Inc. Common Stock Fund)
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 percent 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, and the Annual Company Contribution allocable to the Participant with
respect to that Plan Year for all purposes of the Plan. Effective as of January 1, 2010, the Plan
is amended and restated in its entirety as set forth below.



1.02 Effective Date; Plan Year




     The effective date of the Plan as set forth herein is January 1, 2010. The “Plan Year” is the
twelve month period beginning each January 1 and ending on the next following December 31.



1.03 Plan Administration




     As described in Subsection 16.01, 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




     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. The terms and



1









 




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 Section 414(s) of the Code) 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 Section 415 of the Code and
applicable Treasury regulations issued thereunder, the provisions of which are incorporated by
reference.



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 16.02 of the
Plan.



2.11 Before-Tax Contribution




     “Before-Tax Contribution” means the compensation deferrals under Section 401(k) of the Code a
Participant elects to make pursuant to Subsection 4.01. Notwithstanding the foregoing, for
purposes of implementing the required limitations of Sections 402(g) and 415 of the Code contained
in Subsections 6.03 and 6.05, Before-Tax Contributions shall not include Catch-Up Contributions or
deferrals made pursuant to Section 414(u) of the Code 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 Section 414(v) of the Code
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 16 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-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 and pay in lieu of notice under the Worker
Adjustment and Retraining Notification Act.




For purposes of determining and allocating contributions under Subsections 4.02, 5.02, 5.03 and
5.04 and applying the maximum percentage limitation specified in Subsection 4.01, the annual
Compensation taken into account under the Plan for any Participant for a Plan Year shall not exceed
$245,000 (as adjusted by the Secretary of the Treasury pursuant to Section 401(a)(17)(B) of the
Code).




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 Section 414(s) of the Code) 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 as set forth herein means January 1, 2010 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 Section 402(g) of the Code.



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 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 Section 408(a) or (b) of the Code, a qualified retirement plan (either a defined
contribution plan or a defined benefit plan) described in Section 401(a) or 403(a) of the Code, or
an annuity contract described in Section 403(b) of the Code 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 Subsection 14.19.



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




8









 






	 	(d)	 	Any contributions that are made by an Employer in lieu of the contributions described in
Subparagraphs (a), (b) or (c) above.





2.32 ERISA




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



2.33 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
Section 402(g)(4) of the Code, as provided in Subsection 6.03.



2.34 Fair Market Value




     “Fair Market Value” means (a) with respect to 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 Section 54.4975-11(d)(5) of the Treasury Regulations 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.



2.35 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 6.03, 10.01 or any applicable Supplement.



2.36 Hanesbrands Stock




     “Hanesbrands Stock” shall mean common stock issued by the Company that is readily tradable on
an established securities market; provided, however, if the Company’s common stock is not readily
tradable on an established securities market, the term “Hanesbrands Stock” shall mean common stock
issued by the Company having a combination of voting power and dividend rates equal to or in excess
of: (a) that class of common stock of the Company having the greatest voting power and (b) that
class of common stock of the Company having the greatest dividend rights. Non-callable preferred
stock shall be treated as Hanesbrands Stock for purposes of the Plan if such stock is convertible
at any time into stock that is readily tradable on an established securities market (or, if
applicable, that meets the requirements of (a) or (b) above) and if such conversion is at a
conversion price that, as of the date of the acquisition by the Plan, is reasonable. Hanesbrands
Stock shall be held under the Trust only if such stock satisfies the requirements of Section
407(d)(5) of ERISA.



9









 





2.37 Highly Compensated Employee




     “Highly Compensated Employee” means a highly compensated employee as defined in Section 414(q)
of the Code 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 $110,000 (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 20 percent of the Employees for
that year; or (b) was a five percent 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 55
years.



2.38 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 2.38
to an Employer shall include any Controlled Group Member.



2.39 Investment Committee




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



2.40 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.



2.41 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.




2.42 Limitation Year




     “Limitation Year” means the Plan Year.



2.43 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 Section 415 of the Code contained in
Subsection 6.05, Matching Contributions shall not include employer contributions made pursuant to
Section 414(u) of the Code by reason of an Eligible Employee’s qualified military service.



2.44 Matching Contribution Account




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



2.45 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.



2.46 Normal Retirement Age




     “Normal Retirement Age” means the date upon which a Participant attains age 65 years.



2.47 One-Year Period of Severance




     “One-Year Period of Severance” means each 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 12 consecutive month periods beginning on the first day of such absence and
the first anniversary thereof shall not constitute a One-Year Period of Severance.



2.48 Participant




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



11









 





2.49 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.





2.50 Plan




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



2.51 Plan Year




     “Plan Year” means the 12 month period beginning each January 1 and ending on the next
following December 31 as defined in Subsection 1.02.



12









 





2.52 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 July 24, 2006, or is acquired by an Employer or another Controlled Group Member on
or after July 24, 2006, whether by merger, consolidation, purchase of assets or otherwise, and any
predecessor thereto designated by the Plan or by the Committee.



2.53 Predecessor Company Account




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



2.54 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.



2.55 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 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 owner (as defined in Section 416 of the Code) 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 70-1/2 shall be April 1 of the next following calendar year.



2.56 Rollover Contribution




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



2.57 Rollover Contribution Account




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



2.58 Sara Lee Plan




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



2.59 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



13









 




which an Employee or Participant remains absent from service with all Controlled Group Members
for any reason other than quit, retirement, discharge or death.




2.60 Service




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



2.61 Spin-Off, Spin-Off Date




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



2.62 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.





2.63 Transferred Participants




     “Transferred Participant” means:




	 	(a)	 	any participant who had an account in the Sara Lee Plan and was employed by Hanesbrands
Inc. or a Sara Lee Corporation division listed on Exhibit A on July 24, 2006;
	 
	 	(b)	 	any participant who (i) had an account in the Sara Lee Plan on July 24, 2006, and (ii)
after July 24, 2006 but before the Spin-Off Date was 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 July 24, 2006 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.





14









 





2.64 Trust Agreement




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



2.65 Trust Fund




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



2.66 Trustees




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



2.67 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 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 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 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 July 24, 2006 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




15









 






	 	 	 	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 2.67 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 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 21, if later;






	 	 	 	in each case, provided the Eligible Employee is then a member of a Covered
Group.
	 
	 	(ii)	 	Notwithstanding the foregoing, Eligible Employees hired before
January 1, 2008 shall become Participants in accordance with the terms of the
Plan in effect immediately prior to the Effective Date.






	 	(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” 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.




17









 






	 	(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




     Covered Groups under the Plan include 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. 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.



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



18









 





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
not to exceed 50 percent) 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 Section
415 of the Code and Section 1.415(c)-2 of the Treasury Regulations.
	 
	 	(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 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 each Plan Year thereafter, up to six percent 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 from the Participant’s Compensation




19









 






	 	 	 	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 50 years (or will attain age 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 Sections 402(g) and 415 of the Code contained
in Subsections 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;





20









 




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.







21









 








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 15th business day of the next following month, and
allocated to Participants’ Current Year Before-Tax Contribution Subaccounts.



5.02 Annual Company Contribution




     For each Plan Year, the Employers shall contribute to the Plan as follows:




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





     Annual Company Contributions under this Subsection 5.02 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 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 55 with 10 Years of Service, or
after age 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 100 percent of the Participant’s Before-Tax Contributions




22









 






	 	 	 	(including Catch-Up Contributions) made since the last Employer Matching Contribution
that do not exceed four percent 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 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 50 and completed 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 of such eligible
Participant’s Compensation for calendar year 2006 (including Compensation paid prior to July 24,
2006); 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 55 with 10 Years of Service, or
after age 65), death or Total Disability.







23









 








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 shall be made as soon as
practicable after each true up allocation date.



5.07 Allocation of Matching Contributions




     Subject to Subsection 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 shall be allocated and credited as soon as practicable after
each true up allocation date.



5.08 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 5.02 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.



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



5.10 Corrective Contributions/Reallocations




     If, with respect to any Plan Year, an administrative error results in a Participant’s Account
not being properly credited with his or her Before-Tax Contributions, Rollover Contributions, or
Employer Contributions, or earnings on any such amounts, corrective Employer Contributions or
account reallocations may be made in accordance with this



24









 




Subsection. Solely for the purpose of placing any affected Participant’s Account in the
position that the Account would have been in had no error been made:





	 	(a)	 	an Employer may make additional contributions to such Participant’s Accounts; or
	 
	 	(b)	 	the Committee may reallocate existing contributions among the Accounts of affected
Participants.




In addition, with respect to any Plan Year, if an administrative error results in an amount being
credited to an Account for a Participant or any other individual who is not otherwise entitled to
such amount, corrective action may be taken by the Committee, including, but not limited to, a
direction to forfeit amounts erroneously credited (with such forfeitures to be used to reduce
future Employer Contributions or other contributions to the Plan), reallocate such erroneously
credited amounts to other Participants’ Accounts, or take such other corrective action as necessary
under the circumstances. Any Plan administration error may be corrected using any appropriate
correction method permitted under the Employee Plans Compliance Resolution System (or any successor
procedure), as determined by the Committee in its discretion.




5.11 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)	 	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
	 
	 	(b)	 	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
(a) or (b) 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.



25









 





SECTION 6



Contribution Limits



6.01 Limitation on Before-Tax Contributions




     The Plan satisfies the nondiscrimination requirements of Section 401(k) of the Code in
accordance with the safe harbor method based on Matching Contributions, as described in Section
401(k)(13)(D) of the Code.



6.02 Limitation on Matching Contributions




     The Plan satisfies the nondiscrimination requirements of Section 401(m) of the Code in
accordance with the safe harbor method based on Matching Contributions, as described in Section
401(m)(12) of the Code.



6.03 Dollar Limitation




     No Participant shall make a Before-Tax Contribution election which will result in his or her
Elective Deferrals for any calendar year exceeding $16,500 (or such greater amount as may be
prescribed by the Secretary of Treasury to take into account cost-of-living increases pursuant to
Section 402(g) of the Code), 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. 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. 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. Contribution adjustments
under this Subsection shall comply with the requirements of Section 1.401(k)-2 of the Treasury
Regulations, the provisions of which are hereby incorporated by reference.



26









 





6.04 Allocation of Earnings to Distributions of Excess Deferrals




     The earnings allocable to distributions of Excess Deferrals under Subsection 6.03 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. Notwithstanding the foregoing, no
income shall be allocated to Excess Deferrals for the period between the end of the Plan Year and
prior to the distribution of such amounts.



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
$49,000 (as adjusted for cost-of-living increases under Section 415(d) of the Code) or 100 percent
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
Section 415(c)(3) of the Code and Section 1.415(c)-2(b) and (c) of the Treasury Regulations 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 Sections 125, 132(f) and 402(g)(3) of the Code.
	 
	 	(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:






	 	(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




27









 






	 	 	 	of qualified military service (within the meaning of Section 414(u)(1) of the Code)
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 Section 401(a)(17) of the Code in effect for the Limitation
Year.





     The Committee shall take any actions it deems advisable to avoid an Annual Addition in excess
of 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 Section 415 of the Code 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.



28









 





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 which he




29









 






	 	 	 	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.




30









 











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;




31









 












	 	(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
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 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.



32









 





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.



33









 





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; provided that all Participants shall be offered at least three
Investment Funds (consistent with applicable Treasury regulations). 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. 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 Section 404(c)(5) of ERISA and accompanying
regulations.



     Elections under this Subsection 9.03 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 9.03 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.



34









 





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, the Committee shall notify Participants of each meeting of
the shareholders of 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 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 Hanesbrands Stock
(including fractional shares) credited to the Participant’s Accounts in accordance with the
directions of the Participant. The Trustee shall vote the 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 Hanesbrands Stock and shall request from each Participant
instructions for the Trustee as to the tendering of Hanesbrands Stock credited to his or her
Accounts. The Trustee shall tender or exchange such Hanesbrands Stock as to which it receives
(within the time specified in the notification) instructions to tender or exchange. Any
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.



35









 





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 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.



36









 





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





37









 











	 	 	 	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 for Former Participants in the Sara Lee
Plan. Notwithstanding the foregoing, 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.
	 
	 	(v)	 	Special Provisions for Former Participants in the NTX
Plan. Notwithstanding the foregoing, Participants who were employed by NTX
or the Employer on January 1, 2007 and whose accounts under the NTX Plan were
merged into the Plan on such date shall be 100 percent vested in and have a
nonforfeitable interest in all contributions made to the Plan prior to such
date and on and after such date. Each other NTX Plan Participant who was not
employed by NTX, the Employer or a Controlled Group Member on January 1, 2007
shall be vested in his or her Account balance to the same extent that he or she
was vested at his or her Separation Date, subject to SECTION 12 of the Plan.
Each individual who was actively employed by NTX on January 1, 2007 but was not
then a NTX Plan Participant shall be 100 percent vested in and have a
nonforfeitable interest in all contributions made to the Plan on his or her
behalf on and after such date.






	 	(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 60 days after the latest of: (i) the
end of the Plan Year in which his or her Separation Date occurs, (ii) the 10th anniversary
of the year in which the Participant began participation under the Plan, or (iii) the date
the Participant reaches Normal Retirement Age. In the event a Participant receives a lump
sum distribution of his or her entire vested Accounts and additional





38









 











	 	 	 	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. Payment of a Participant’s benefits under the
Plan will not commence earlier than the termination of the Plan without the Employer or
Related Company’s establishment or maintenance of another defined contribution plan.
	 
	 	(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 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 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.




39









 












	 	(v)	 	Special Provisions Applicable to Dividends.
Notwithstanding Subparagraph (a)(ii), dividends attributable to Hanesbrands
Stock in a Participant’s Accounts (or shares of Sara Lee Corporation common
stock previously held in the Participant’s Accounts) shall be 100 percent
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 55 and 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.
	 
	 	(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 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 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



40









 




balance of his or her Accounts invested in 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 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





41









 











	 	 	 	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;
	 
	 	(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 Section 401(a)(9) of the Code.



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 years after the



42









 




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 Section
402(c)(11) of the Code and related regulations and guidance, if a direct trustee-to-trustee
transfer is made to an individual retirement plan described in Section 402(c)(8)(B)(i) or
(ii) of the Code, which individual retirement plan is established for the purposes of
receiving a distribution on behalf of a non-spouse beneficiary (as defined by Section
401(a)(9)(E) of the Code), the transfer shall be treated as an Eligible Rollover
Distribution for purposes of the Plan and Section 402(c) of the Code.
	 
	 	(c)	 	Qualified Rollover Contributions to Roth IRAs. Solely to the extent permitted in
Sections 408A(c)(3)(B), (d)(3) and (e) of the Code 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 Section 408A of the Code) in a qualified
rollover contribution (as defined in Section 408A(e) of the Code), provided that the
requirements of Section 402(c) of the Code 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



43









 




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 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 Periods of Severance, 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 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 Hanesbrands Stock, 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 100 percent 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.



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 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 (including the incidental death
benefit requirement in Section 401(a)(9)(G) of the Code), the provisions of which are hereby
incorporated by reference, and shall further comply with the rules described below:



44









 






	 	(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 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 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 (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





45









 











	 	 	 	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. In the
case of a Participant who dies after the date distributions have begun, the
remaining portion of his vested Accounts shall be distributed to the
Participant’s Beneficiary at least as rapidly as would have been distributed
under the method of distribution in effect on the day of the Participant’s
death. 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:






	 	(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




46









 






	 	 	 	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 (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 Section 401(a)(9) of the
Code.
	 
	 	(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 Section 1.401(a)(9)-9 of the Treasury Regulations.





47









 






	 	(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.






	 	(e)	 	2009 Required Minimum Distributions. Notwithstanding the foregoing
provisions of this Subsection, a Participant or Beneficiary who would have been
required to receive required minimum distributions for 2009 under this Subsection
(“2009 RMDs”) but for the enactment of Section 401(a)(9)(H) of the Code will not
receive those distributions for 2009. However, a Participant or surviving spouse
receiving periodic installments under Subsection 10.01(c)(ii) will receive scheduled
installment payments even though all or part of those payments might otherwise be
considered 2009 RMDs. Any 2009 RMDs paid pursuant to the preceding sentence may be
considered Eligible Rollover Distributions, but shall not be eligible for Direct
Rollover.




48









 











SECTION 11



Loans and Withdrawals



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 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 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 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
months nor more than five 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 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





49









 











	 	 	 	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 loans outstanding at a time; provided that a Participant
may not have two 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 allocated among and credited to the corresponding Accounts, on
the same proportionate basis; provided that all such repayments shall be credited in





50









 











	 	 	 	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. Notwithstanding the foregoing, the
amount required to meet the immediate financial need may include amounts necessary to pay



51









 




Federal, state or local income taxes or penalties that are reasonably anticipated to result
from the hardship withdrawal.





	 	(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 12 months of post-secondary education for the Participant or
his or her spouse, children or dependents (determined under Section 152 of the
Code 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 Section 213 of the
Code, and that are incurred by the Participant, the Participant’s spouse or any
dependent (as defined in Section 152 of the Code 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 Section 152(e) of
the Code; 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 Section 152 of
the Code 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 Section
165 of the Code (determined without regard to whether the loss exceeds 10
percent 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:




52









 












	 	(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 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 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 in such
manner and in accordance with such rules as the Committee determines. If the



53









 




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.







54









 








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 consecutive One Year Periods of Severance, the
Participant may repay to the Trustee, within five 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. In any
event, the Participant’s pre-break Service shall be restored.
	 
	 	(ii)	 	If a Participant is reemployed by a Controlled Group Member on
or after he or she incurs five consecutive One Year Periods of Severance, 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




55









 






	 	 	 	shall be disregarded for purposes of vesting in his or her pre-break Annual
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 consecutive One Year Periods of Severance, 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. In addition, the Participant’s pre-break Service shall be
restored.
	 
	 	(ii)	 	If the Participant is reemployed by a Controlled Group Member
before he or she incurs five consecutive One Year Periods of Severance,
pre-break Forfeitures shall not be restored to his or her Accounts. In
addition, if the Participant’s number of consecutive One Year Periods of
Severance exceeds the greater of five 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 July 24, 2006 (or as of a subsequent transfer of employment described in Subparagraph
2.63(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





56









 











	 	 	 	shall be recognized and taken into account under the Plan to the 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.




57









 











SECTION 13



Top-Heavy Rules



13.01 Purpose and Effect




     The purpose of this SECTION 13 is to comply with the requirements of Section 416 of the Code.
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 Section 416(g) of the Code.



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 60 percent 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 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 severance from
employment, death or Total Disability, the one year period shall be replaced with a five
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 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 $160,000 (as
adjusted under Section 416(i)(l) of the Code);
	 
	 	(b)	 	A five percent owner of an Employer; or




58









 












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




A “Non-Key Employee” is an Employee who is not a Key Employee, including an Employee who was
formerly a Key Employee.




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 a Non-Key Employee shall not be less than three percent 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 a Non-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).
The minimum Employer contribution shall be made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive an allocation, or would have received a
lesser allocation for the Plan Year because of (i) the Participant’s failure to complete 1,000
Hours of Service, or (ii) the Participant’s Compensation being less than a stated amount. The
foregoing provisions shall not apply to any Participant who was not employed by an Employer on the
last day of the Plan Year.



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 at any time during the Plan Year containing the
Determination Date or any of the four preceding Plan Years (regardless of whether the Plan has been
terminated), or that is maintained by the Employers in order for a Plan covering a Key Employee to
qualify under Sections 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. For any Plan Year in which the Plan is a Top-Heavy Plan, a Participant who (a) is not a
Key Employee, and (b) is a Participant in a defined benefit plan maintained by the Employers shall
have the minimum retirement benefit provided under that defined benefit plan with an offset for
benefits provided by this Plan.



59









 





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 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 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 credited.



61









 




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
15.02(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 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.



14.19 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.



64









 





SECTION 15



Amendment or Termination



15.01 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.



15.02 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.





15.03 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.



15.04 Notice of Amendment or Termination




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



65









 





15.05 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.



66









 





SECTION 16



Relating to the Plan Administrator and Committees



16.01 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 Hanesbrands Stock 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.
	 
	 	(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.





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	 	(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.





16.02 The ERISA Appeal Committee




     The Committee has appointed the Appeal Committee primarily for the purpose of reviewing
decisions denying benefits under the Plan. The Appeal Committee shall
consist of four 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, including the power to determine the rights or eligibility of
Employees or Participants and any other persons, and to remedy ambiguities, inconsistencies
or omissions.
	 
	 	(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.”



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16.03 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.



16.04 Manner of Action




     During any period in which two 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.





16.05 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.



16.06 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



69









 




to be made under the provisions of the Plan, and the Committees shall have no duty to inquire
into the correctness thereof.




16.07 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.



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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 July 24,
2006:



	 	 	 	 	 
	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	 







A-1