AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT

       

      AGREEMENT
dated as of December 18, 2008 between MAIDENFORM, INC., a New York corporation
with a principal place of business at 485 F U.S. Highway 1 South, Iselin, NJ
08830 (the “Employer”), Patrick J. Burns (the “Employee”), and solely for
purposes of Sections 1, 2, 3 and 4 Maidenform Brands, Inc. (sometimes
hereinafter referred to as “Parent”).

      


      WHEREAS,
the parties entered into an Employment Agreement dated as of October 8, 2008
(the Employment Agreement”); and

      


      WHEREAS,
the parties wish to amend the agreement;

      


      NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree as follows:

       

      


      1.           The
last sentence of Section 3(a) is hereby amended to read in its entirety, as
follows:

      


      Such Base
Salary shall be reviewed at least annually by the Compensation Committee (the
“Compensation Committee”)of the Board of Maidenform Brands, Inc. (the “Board”)
and the Compensation Committee may at any time increase (but not decrease) the
Employee’s Base Salary hereunder as the Compensation Committee may in its sole
and absolute discretion deem reasonable and appropriate.

      


      2.           The
last sentence of Section 3(b) of the Employment Agreement is hereby amended, to
read in its entirety, as follows:

      


      For
fiscal years thereafter during the Term of Employment, the Employee’s incentive
compensation shall be based on such performance goals permitted under the Bonus
Plan (or any successor plan thereto) and subject to the conditions set forth in
the Bonus Plan (or any successor plan thereto).

      


      3.           At
the beginning of the second paragraph of Section 3 (c) (i), the words, “in the
form of Non-Qualified Stock Options, Non-Tandem Stock Appreciation Rights or
Restricted Stock granted” shall be replaced with the words, “to
Employee.”

      


      4.           The
first sentence of Section 4 of the Employment Agreement is hereby amended, to
read in its entirety, as follows:

      


      During
the Term of Employment, the Employee shall be engaged as Executive Vice
President - Sales and Marketing of Maidenform, Inc., Parent and their subsidiary
companies (hereinafter individually and collectively called the “Employer’s
Group”).

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      5.           Section
10(b)(1) of the Employment Agreement is hereby amended, to read in its entirety,
as follows:

      


      (1)           Payment
of an amount equal to the sum of:

      


      (i)           his
Base Salary (as in effect on the Termination Date), plus

      


      (ii)           (x)
in the event such termination is a termination by the Employer without Cause or
by the Employee for Good Reason within two (2) years following the consummation
of a Change in Control (a “Post-CIC Termination”), an amount equal to one times
the greater of (I) his average annual bonus (taking into account all annual
bonuses paid under Section 3(b) hereof for the applicable year) over the three
fiscal years immediately preceding his termination of employment, determined by
annualizing the bonus actually paid with respect to any partial
year  (the “3-year Average Bonus Amount”) and (II) his target bonus
for the year in which the termination occurs; or (y) in the event such
termination is a termination by the Employer without Cause or by the Employee
for Good Reason that is not a Post-CIC Termination, an amount equal to one times
the lesser of (I) the 3-year Average Bonus Amount and (II) his target bonus for
the year in which the termination occurs.

      


      This
amount shall be subject to tax and other required withholdings and, subject to
any delays required pursuant to Sections 10(d) and 10(e), will be payable in
equal periodic installments over a period of twelve (12) months from the
Termination Date paid in accordance with the Employer’s normal payroll policies
as if the Employee continued to be an employee of the Employer (but off
payroll).  For purposes of clarity, if there have been fewer than
three fiscal years immediately preceding the Employee’s termination, the 3-year
Average Bonus Amount will be calculated using as a denominator the actual number
of fiscal years in which he has worked for the Employer.

      


      6.           The
last sentence of Section 10 (c) of the Agreement is hereby amended, to read in
its entirety, as follows:

      


      Employee’s
resignation hereunder for Good Reason shall not occur later than, (i) in the
event such resignation for Good Reason is a Post-CIC Termination, one (1) year
following the initial date on which the event Employee claims constitutes Good
Reason occurred, or (ii) in the event such resignation for Good Reason is not a
Post-CIC Termination, one hundred thirty (130) days following the initial date
on which the event Employee claims constitutes Good Reason
occurred.

      


      7.           Capitalized
terms used in this Amendment Number One and not otherwise defined have the
meaning set forth in the Employment Agreement. Except as expressly set forth
herein, the Employment Agreement shall remain unmodified and in full force and
effect.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    
      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

       

       

    

    
      
        
          
            
              
                
                  	
                          Maidenform,
      Inc.

                        	 	 	 	 
	 	 	 	 	 	 
	BY	
                          /s/
      Maurice S. Reznik

                        	 	 	
                          /s/
      Patrick J. Burns

                        	 
	 	
                          Maurice
      Reznik

                        	 	 	
                          
                            Patrick
      J. Burns

                          

                        	 
	 	
                          
                            
                              Chief
      Executive Officer

                            

                          

                        	 	 	
                           

                        	 


                

              

            

          

        

      

    

     

     

    
      Maidenform
Brands, Inc.,

      solely as
to Sections 1, 2, 3 and 4 of this amendment

    

    
       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	BY	
                                              /s/
      Maurice S. Reznik

                                            	 	 	
                                               

                                            	 
	 	
                                              Maurice
      Reznik

                                            	 	 	
                                              
                                                 

                                              

                                            	 
	 	
                                              
                                                
                                                  Chief
      Executive Officer

                                                

                                              

                                            	 	 	
                                               

                                            	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

        
          
            
            

          

          
            3