HANESBRANDS INC. EXECUTIVE DEFERRED COMPENSATION PLAN (As Amended and Restated Effective November 1, 2013) CERTIFICATE

I hereby certify that the attached document is the official version of the Hanesbrands Inc. Executive Deferred Compensation Plan as amended and restated effective November 1, 2013.

Dated this 23rd day of December , 2013.

HANESBRANDS INC.

By /s/ Virginia Piekarski    
Its Member, Employee Benefits Administrative Committee    

1.1    The Plan and Its Effective Date. The Hanesbrands Inc. Executive Deferred Compensation Plan was established as of January 1, 2006 and was subsequently amended and restated. The Plan is hereby amended and restated again, effective November 1, 2013.

1.2    Purpose.

1.3    Administration. The Plan shall be administered by the Committee. The Committee shall have the powers set forth in the Plan and the complete discretionary power to interpret its provisions. Any decisions of the Committee shall be final and binding on all persons with regard to the Plan.

1.4    Plan Year. The Plan shall be administered on the basis of the Plan Year.

Section 2    

2.1    “Annual Base Salary” means the regular rate of compensation to be paid to the Eligible Employee for services rendered during the Plan Year while an Eligible Employee, excluding elective deferrals under Code Section 125, severance or termination payments, commissions, foreign service payments, payments for consulting services and such other unusual or extraordinary payments as the Committee may determine.

2.2    “Annual Bonus” means an Eligible Employee’s bonus for a year due under an annual bonus plan or any other short-term incentive plan of the Company or an Employer.

2.3    “Balance Calculation Date” means the date a Participant’s Deferral Account is valued for purposes of making a distribution from such Participant’s Deferral Account. For a distribution payable on a Distribution Date, the Balance Calculation Date is the last business day of the month preceding the Distribution Date; for distributions payable due to a Participant’s Separation from Service or pursuant to Sections 5.2 and 5.3, the Balance Calculation Date is the last business day of the month in which the Participant has a Separation from Service, is determined to be totally disabled or dies, as the case may be.

2.4    “Beneficiary” means the individual(s) or entity designated by a Participant to receive the balance of the Participant’s Deferral Account in the event of the Participant’s death prior to the payment of the Participant’s entire Deferral Account. To be effective, any beneficiary designation shall be filed in such manner as prescribed by the Committee. A Participant may revoke an existing beneficiary designation by filing another Beneficiary designation in such manner as prescribed by the Committee. The latest beneficiary designation received by the Committee shall be controlling. If no Beneficiary is named by a Participant or if he survives all of his named Beneficiaries, the Deferral Account shall be paid in the following order of precedence:

2.5    “Code” means the Internal Revenue Code of 1986, as amended.

2.6    “Committee” means the Employee Benefits Administrative Committee of the Company.

2.7    “Company” means Hanesbrands Inc.

2.8    “Deferral” means the amount deferred pursuant to a Deferral Election and, as the context warrants, includes an “Employer Deferral.”

2.9    “Deferral Account” means the bookkeeping account established in the name of the Participant to hold all amounts deferred pursuant to the Participant’s Deferral Elections or pursuant to an Employer Deferral. As described in Supplement I to this Plan, separate rules apply to Transferred Participants’ Grandfathered Deferrals.

2.10     “Deferral Election” means a Participant’s irrevocable election to defer receipt of a Long-Term Incentive Payment, an Annual Bonus, and/or Annual Base Salary for a Plan Year.

2.11     “Distribution Date” means the specified date on which an Eligible Employee elects to have a Deferral paid or begin to be paid, pursuant to a Deferral Election.

2.12    “Effective Date” means the effective date of the Plan, January 1, 2006.

2.13    “Eligible Employee” means each executive of the Company or an Employer who is identified as eligible by the Committee.

2.14    “Employer” means any subsidiary or affiliate of the Company incorporated under the laws of any state in the United States that has adopted the Plan with the consent of the Committee.

2.15    “Employer Deferral” means an amount credited to a Participant’s Deferral Account by an Employer.

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

2.17     “Interest Account” means the Investment Fund under which interest is credited to a Participant’s Deferral Account as specified in subsection 4.2(b).

2.18    “Investment Fund or Investment Funds” means the notional fund(s) or other investment vehicle(s) designated pursuant to Section 4.2.

2.19    “Long-Term Incentive Payment” means any payment due with respect to restricted stock units granted under the terms of the Stock Plan.

2.20    “Market Value” means the closing price of common stock of the Company on the applicable day on the New York Stock Exchange Composite Transaction Tape.

2.21    “Participant” means any Eligible Employee who makes a Deferral Election or has a Deferral Account under the Plan.

2.22    “Plan” means the Hanesbrands Inc. Executive Deferred Compensation Plan.

2.23    “Plan Year” means the calendar year.

2.24    “Re-Deferral Election” means a Participant’s irrevocable election to extend a Distribution Date.

2.25    “Separation from Service” means a Participant’s termination of employment due to retirement or otherwise, as defined in Treasury regulations section 1.409A-1(h).

2.26    “Stock Equivalent Account” means the Investment Fund under which all or a portion of a Participant’s Deferral Account is treated as if it is invested in common stock equivalents.

2.27    “Stock Plan” means the Hanesbrands Inc. Omnibus Incentive Plan (as amended from time to time) or any successor thereto that provides for the issuance to Participants of common stock of the Company.

2.28    “Top-50 Employee” means an employee described in the Company’s Procedures for Determining Top-50 Employees under Code Section 409A, as amended from time to time.

2.29    “Trust” means the grantor Trust or Trusts, if any, that the Company or an Employer may maintain to hold assets to be used for payment of benefits under the Plan.

2.30    “Unforeseeable Financial Emergency” means a severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant or of a dependent of the Participant; (b) loss of the Participant’s property due to casualty; or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant as determined by the Committee.

2.31    “Valuation Date” means any business day on which a Participant’s Deferral Account is adjusted to reflect Deferrals, transfers between Investment Funds, distributions, notional gains or losses, and expenses.

Section 3    

3.1    Participation. Subject to the conditions and limitations of the Plan, any Eligible Employee who makes a Deferral Election as described in Section 3.2 shall become a Participant in the Plan and shall remain a Participant until the entire balance of his Deferral Account is distributed to him.

3.2    Rules for Deferral Elections. Any Eligible Employee may make a Deferral Election for a Plan Year in accordance with the rules set forth below.

completed within the time frames specified above, then a Re-Deferral Election may be elected to the extent permitted by subsection 3.2(i) below, and (B) if the Committee determines that such Long-Term Incentive Payment qualifies as “performance-based compensation” (as defined above), then such Deferral Election may be made no later than six months before the end of the measurement period. The Committee, in its complete discretion, may modify the general rules set forth above as permitted by guidance issued under Code Section 409A.

3.3    Transfers. With the consent of the Committee and subject to such limits and in accordance with such rules as the Committee may establish in its sole discretion, a Participant who is employed by a subsidiary of the Company may elect to transfer his entire Deferral Account to a similar deferred compensation plan maintained by such subsidiary; provided, that no portion of a Participant’s Deferral Account that is attributable to a Deferral, the Distribution Date for which has or will have occurred before the scheduled transfer date, may be transferred under this provision.

3.4    Employer Deferrals. In addition to Deferrals made pursuant to a Participant’s Deferral Election under this Section 3, an Employer may credit an Employer Deferral to a Participant’s Deferral Account. The amount of any Employer Deferral shall be determined by the Employer in its complete discretion. Prior to the beginning of the period in which the related services are performed with respect to an Employer Deferral, the Employer shall specify the Distribution Date, any applicable vesting requirements, and the form of payment for the Employer Deferral. Once credited to the Participant’s Deferral Account, the Employer Deferral shall be treated the same as any other Deferral under the Plan.

Section 4    

4.1    Deferral Accounts. All amounts deferred pursuant to a Participant’s Deferral Elections under the Plan shall be allocated to the Participant’s Deferral Account in accordance with procedures established by the Committee. The Committee shall maintain a separate subaccount under a Participant’s Deferral Account for each Deferral.

4.2    Investment Funds. The available Investment Funds for the notional investment of Participants’ Deferral Accounts shall include the Stock Equivalent Fund and the Interest Account, each as further described below, and such other Investment Funds designated from time to time by members of the Company’s management identified by the Committee. The Investment Funds are for recordkeeping purposes only and do not allow Participants to direct the investment of any Company assets (including, if applicable, the assets of any Trust related to the Plan).

4.3    Investment Elections and Changes. A Participant may elect from among the Investment Funds for the notional investment of his Deferral Account from time to time in accordance with procedures established by the Committee and the following:

4.4    Adjustment of Accounts. Pursuant to rules established by the Committee and applied on a uniform basis, Participants’ Deferral Accounts shall be adjusted on each Valuation Date specified by the Committee, to reflect the value of the various Investment Funds as of such date, including adjustments to reflect any Deferrals, notional transfers between Investment Funds, and notional gains, losses, expenses, appreciation, or depreciation with respect to such Deferral Accounts since the previous Valuation Date. The value of an Investment Fund at any Valuation Date shall be based on the fair market value of the Investment Fund as determined in accordance with procedures established by the Committee; the value of the Stock Equivalent Fund shall be based on the Market Value as of the applicable date.

4.5    Vesting. Unless a different rule is specified for Employer Deferrals under Section 3.4, a Participant shall be fully vested at all times in the balance of his Deferral Account.

Section 5    

5.1    Time and Method of Payment Under the Plan.

Deferral Election. Notwithstanding any other provision of the Plan to the contrary: (i) distributions to be made to a Top-50 Employee upon his Separation from Service shall not be made before the date that is six months after the Top-50 Employee’s Separation from Service; and (ii) if any applicable payment period begins in one Plan Year and ends in the following Plan Year, the Participant shall not have the right to designate the year of the payment.

5.2    Payment Upon Total Disability. In the event a Participant becomes totally disabled before all amounts credited to his Deferral Account have been paid, payment of the Participant’s Deferral Account shall be made in a lump sum within the 60-day period following the applicable Balance Calculation Date; provided that, if a Participant who is a Top-50 Employee incurs a Separation from Service and then becomes totally disabled, payment may not be made under this Section 5.2 before the end of the six-month period following the Participant’s Separation from Service and if the aforementioned 60-day period begins in one Plan Year and ends in the following Plan Year, the Participant shall not have the right to designate the year of the payment. A Participant will be considered to be totally disabled if the Participant (a) is determined to be unable to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s Employer.

5.3    Payment Upon Death of a Participant. In the event a Participant dies before all amounts credited to his Deferral Account have been paid, payment of the Participant’s Deferral Account shall be made to the Participant’s Beneficiary in a single lump sum payment within the 60-day period after the applicable Balance Calculation Date; provided that, if such 60-day period begins in one Plan Year and ends in the following Plan Year, the Participant’s Beneficiary shall not have the right to designate the year of the payment .

5.4    Form of Payment. The distribution of that portion of a Participant’s Deferral Account deemed to be invested in an Investment Fund other than the Stock Equivalent Account shall be made in cash. The distribution of that portion of a Participant’s Deferral Account deemed to be invested in the Stock Equivalent Account, less applicable withholding, shall be distributed in whole shares of Company common stock with fractional shares credited to federal income taxes withheld. The number of shares of applicable Company common stock to be paid to a Participant as of any applicable payment date or event shall be equal to the number of common stock equivalents accumulated in the Stock Equivalent Account on the applicable

Balance Calculation Date divided by the total of the payments to be made. Notwithstanding the foregoing, any portion of a Deferral deemed to be invested in the Stock Equivalent Account shall be distributed under the Stock Plan

5.5    Unforeseeable Financial Emergency. If the Committee determines that a Participant has incurred an Unforeseeable Financial Emergency, the Participant may withdraw in cash and/or stock the portion of the balance of his Deferral Account needed to satisfy the Unforeseeable Financial Emergency, to the extent that the Unforeseeable Financial Emergency may not be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of Deferrals under the Plan. A withdrawal on account of an Unforeseeable Financial Emergency shall be paid within the 60-day period following the date on which the withdrawal is approved by the Committee.

5.6    Withholding of Taxes. The Company shall withhold any applicable Federal, state or local income, employment or other tax from payments due under the Plan.

Section 6    

6.1    Funding. Benefits payable under the Plan to any Participant shall be paid directly by the Participant’s Employer (including the Company if the Participant is employed by the Company). The Company and the Employers shall not be required to fund or otherwise segregate assets to be used for payment of benefits under the Plan. Notwithstanding the foregoing, the Company and the Employers, in the discretion of the Committee, may maintain one or more Trusts; provided that, in no event shall the Company or an Employer make a contribution or deposit to a Trust during a “restricted period” as defined in Code Section 409A(b)(3). The assets of any such Trusts with respect to benefits payable to the employees of each Employer shall remain the assets of such Employer subject to the claims of its general creditors. Any payments by a Trust of benefits provided to a Participant under the Plan shall be considered

payment by the Company or the Employer and shall discharge the Company or the Employer of any further liability under the Plan for such payments.

6.2    Account Statements. As soon as practical after the end of each calendar year (or after such additional date or dates as the Committee, in its discretion, may designate), each Participant shall be provided with a statement of the balance of his Deferral Account hereunder as of the last day of such calendar year (or as of such other dates as the Committee, in its discretion, may designate).

6.3    Employment Rights. Establishment of the Plan shall not be construed to give any Eligible Employee the right to be retained in the Company’s service or to any benefits not specifically provided by the Plan.

6.4    Interests Not Transferable. No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, or other legal process, or encumbrance of any kind, except (a) as provided for under the sections of a Company plan or agreement that state the Company’s authority to demand repayment of amounts owed to the Company pursuant to those sections, (b) as required for purposes of withholding of any tax under the laws of the United States or any state or locality, or (c) pursuant to a court-approved property settlement agreement issued incident to the Participant’s divorce. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefits, whether currently or thereafter payable, shall be void. No person shall, in any manner, be liable for or subject to the debts or liabilities of any person entitled to such benefits. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber his benefits under the Plan, or if by any reason of his bankruptcy or other event happening at any time, such benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Committee, in its discretion, may terminate the interest in any such benefits of the person entitled thereto under the Plan and hold or apply them for or to the benefit of such person entitled thereto under the Plan or his spouse, children or other dependents, or any of them, in such manner as the Committee may deem proper.

6.5    Forfeitures and Unclaimed Amounts. Unclaimed amounts shall consist of the amounts of the Deferral Account of a Participant that are not distributed because of the Committee’s inability, after a reasonable search, to locate a Participant or his Beneficiary, as applicable, by the later of the end of the Plan Year in which the Participant’s Distribution Date, Separation from Service, or death occurs, or the end of the 90-day period following said Distribution Date, Separation from Service, or death. Unclaimed amounts shall be forfeited at the end of such period. These forfeitures will reduce the obligations of the Company under the Plan, and the Participant or Beneficiary, as applicable, shall have no further right to his Deferral Account.

6.6    Controlling Law, Venue. The law of North Carolina, without regard to any state’s choice of law principles, shall be controlling in all matters relating to the Plan to the extent not preempted by ERISA. Any legal action related to the Plan shall be brought only in a federal or state court located in North Carolina.

6.7    Gender and Number. Words in the masculine gender shall include the feminine, and the plural shall include the singular and the singular shall include the plural.

6.8    Action by the Company. Except as otherwise specifically provided herein, any action required of or permitted by the Company under the Plan shall be by resolution of the Board of Directors of the Company or by action of any member of the Committee or person(s) authorized by resolution of the Board of Directors of the Company.

Section 7    

Any subsidiary or affiliate of the Company incorporated under the laws of any state in the United States may, with the approval of the Committee and under such terms and conditions as the Committee may prescribe, adopt the Plan. The Committee may amend the Plan as necessary or desirable to reflect the adoption of the Plan by an Employer; provided, however, that an adopting Employer shall not have the authority to amend or terminate the Plan under Section 8.

Section 8    

The Company intends the Plan to be permanent, but reserves the right at any time by action of its Board of Directors to modify, amend or terminate the Plan; provided, however, that any amendment or termination of the Plan shall not reduce or eliminate any Deferral Account accrued through the date of such amendment or termination. Upon termination of the Plan, the Committee may provide that, notwithstanding the Distribution Date or form selected by each Participant, all Deferral Accounts will be distributed on a date and in a form selected by the Committee.

The Committee shall have the authority to adopt amendments to the Plan as set forth in resolutions of the Compensation Committee of the Board of Directors of the Company. The Committee shall provide notice of amendments it adopts to the Compensation Committee of the Board of Directors of the Company on a timely basis.

Any amendment or termination of the Plan shall comply with the restrictions of Code Section 409A to the extent applicable. Specifically, no amendment or termination of the Plan may accelerate a scheduled payment unless permitted by Treasury regulations section 1.409A-3(j)(4), nor may any amendment permit a subsequent deferral unless such amendment complies with the requirements of Treasury regulations section 1.409A-2(b).

December 1 of the calendar year preceding the calendar year in which the Distribution Date to be changed occurs, and (ii) the new Distribution Date is at least 12 months after the prior Distribution Date. All Re-Deferral Elections must be made pursuant to such rules as the Committee may prescribe.

percent early withdrawal penalty, which will be withheld from the amount withdrawn and forfeited.