CASUAL MALE RETAIL GROUP, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

1.1

Purpose of Plan

1.2

Status of Plan

2.1

Account means, for each Participant, the bookkeeping account established by the Company into which the Company may make contributions in accordance with Article IV.

2.2

Associate Deferrals means the pre-tax deferral amounts contributed to the Plan by an Eligible Employee. Such amounts shall be made by means of payroll deduction in any whole percentage or dollar amount of Compensation. There is no maximum imposed on Associate Deferrals under this Plan.

2.3

Associated Plan means, under the terms of the Plan in effect prior to January 1, 2008, the Casual Male Retail Group, Inc. 401(k) Salaried Plan.

2.4

Beneficiary means the person, persons or entity designated by the Participant to receive any benefits payable under the Plan pursuant to Section 7.8.

2.5

Code means the Internal Revenue Code of 1986, as amended. Reference to any provision of the Code or regulation (including a proposed regulation) thereunder shall include any successor provisions or regulations.

2.6

Company means Casual Male Retail Group, Inc., and, effective as of December 18, 2007, CMRG Apparel, LLC, any successor to all or a major portion of the Company’s assets or business which assumes the obligations of the Company, and each other entity that is affiliated with the Company which adopts the Plan with the consent of the Company, provided that the Company shall have the sole power to amend this Plan and shall be the Plan Administrator if no other person or entity is so serving at any time.

2.7

Compensation means earnings required to be reported in the Wages, Tips and Other Compensation box of Form W-2 excluding Employee Pre-Tax Contributions and other Elective Deferrals, and elective contributions that are excluded from income under Code § 125 (cafeteria plan); and reimbursements or other expense allowances, fringe benefits (cash and non cash), moving expenses, deferred compensation and welfare benefits.

2.8

Covered Employment means employment with the Company as a management associate designated as eligible to participate by the Plan Administrator.

2.9

Effective Date of the Plan means November 1, 2006.

2.10

Election Form means the form to be submitted by each Participant regarding his or her specific elections made under the Plan as set forth in Section 3.2.

2.11

Eligible Employee means a management associate employee of the Company who has been designated by the Company as eligible to participate in the Plan.

2.12

Employer Contribution means a discretionary contribution made by the Company on behalf of any Eligible Employee into an Account in accordance with Section 4.2.

2.13

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

2.14

Executive Committee means the committee responsible for the implementation, oversight and administration of the Plan as selected by the Board of Directors of the Company.

2.15

Investments means the investment fund options selected by the Plan Administrator that are used to measure the return credited to a Participant’s Account.

2.16

Late Retirement Date means retirement from the service of the Company after a Participant has attained age 65 which becomes effective as of the first day of the month following the date the Participant terminates service with the Company.

2.17

Normal Retirement means retirement from the service of the Company which becomes effective as of the first day of the month following a Participant’s attainment of age 65.

2.18

Participant means any Eligible Employee who participates in the Plan in accordance with Article III.

2.19

Plan means the Casual Male Retail Group, Inc. Nonqualified Deferred Compensation Plan and all amendments thereto.

2.20

Plan Administrator means Casual Male Retail Group, Inc.

2.21

Plan Year means the initial short Plan Year beginning November 1, 2006 and ending December 31, 2006 and thereafter, each 12-month period beginning January 1 and ending the following December 31.

2.22

Retirement means the voluntary termination of employment of a Participant from the Company at Normal Retirement.

2.23

Trust means the rabbi trust established by the Company and administered by the Trustee to accumulate the assets for the benefits provided by the Plan.

2.24

Trustee means the trustee of the Plan’s Trust.

2.25

Year of Service means a calendar year during which a Participant completes at least 1,000 hours of service with the Company. Hours of service shall be calculated under the actual hours method.

3.1

Commencement of Participation

3.2

Contents of Election Form

(1)

Contribution Election . The contribution election sets forth the amount of Associate Deferrals a Participant elects to contribute to the Plan on a voluntary basis;

(2)

Distribution Election . The distribution election sets forth the distribution option elected by the Participant of his or her Account upon the Participant’s separation from service with the Company and the manner in which payments are to be made in accordance with the provisions of Article VII, such election to be made annually with respect to contributions for the upcoming Plan Year;

(3)

Investment Election . The investment election sets forth the initial Investments elected by the Participant; and

(4)

Designation of Beneficiary . The designation of beneficiary sets forth the Beneficiary or Beneficiaries elected by the Participant to receive payments under the Plan in the event of the Participant’s death and the distribution option selected by the Participant for the Participant’s surviving Beneficiary or Beneficiaries.

3.3

Employment Transfers

4.1

Participant Contributions

(a)

Within the thirty-day (30) period prior to the beginning of each calendar year, each eligible Participant shall elect what amount, if any, of his or her total Compensation such Participant desires to have credited to his or her Plan Account as Associate Deferrals for such calendar year.

(b)

Notwithstanding the preceding paragraph, in the calendar year during which an Eligible Employee is first eligible to participate hereunder, he or she may make such election within the 30-day period during which he or she first became eligible to participate hereunder, provided such election shall apply only to Compensation earned with respect to services rendered subsequent to the date such election is made. Such election shall apply with respect to Compensation earned for the performance of services during the remainder of the calendar year in which such election is made.

(c)

In the case of any performance-based Compensation based on services performed over a period of at least 12 months, an election to defer such Compensation may be made no later than 6 months before the end of such period. For purposes of this paragraph, the term “performance-based Compensation” refers to Compensation where (i) the payment of the Compensation or the amount of the Compensation is contingent on the satisfaction of organizational or individual performance criteria, and (ii) the performance criteria are not substantially certain to be met at the time a deferral election is permitted.

(d)

Once an Associate Deferral election is made pursuant to the provisions of this Section 4.1 with respect to Compensation for services rendered in a given Plan Year, such Associate Deferral election shall be irrevocable and the Participant shall not increase or decrease such election for the remainder of the calendar year to which such election relates: provided that a Participant may revoke such election with respect to amounts which he or she has not yet earned as of the date of revocation in connection with the occurrence of an approved unforeseeable emergency with respect to which a Participant has requested accelerated distribution of his Plan interests pursuant to Section 7.3 hereof. If a Participant revokes an election pursuant to this paragraph, such Participant may not again elect to participate in the Plan as of a date prior to the first day of the calendar year next following the date he or she ceased to participate in the Plan as a result of such revocation.

(e)

Effective prior to January 1, 2008, under the terms of the Wraparound Plan, by January 31 of the year following the end of the Plan Year during which a Participant made Associate Deferrals, the Company performed or caused to be performed, nondiscrimination testing of the Associated Plan to determine the maximum amount that each Participant in the Wraparound Plan could contribute to the Associated Plan with respect to the immediately preceding Plan Year. The Associate Deferrals not in excess of such maximum where then transferred to the Associated Plan with the balance of the Associate Deferrals in excess of such maximum remaining to the credit of the Participant under this Plan.

(f)

Effective January 1, 2008, as a result of the adoption of “safe harbor 401(k) provisions” under the Associated Plan in accordance with the terms of Code Sections 401(k)(12) and 401(m)(11), the provisions of paragraph (e) of this Section 4.1 were no longer necessary and were eliminated. Any amounts held under the terms of the Plan prior to January 1, 2008 shall continue to be held for the benefit of Participants who participated in the

Wraparound Plan and shall continue to be governed by the amended and restated provisions outlined herein.

4.2

Employer Contributions

(a)

The Company shall add Matching Credits to each Participant’s Account based on the amount of Associate Deferrals for the Plan Year and shall be determined annually for each Plan Year by the Company, in its sole and absolute discretion.

(b)

Matching Credits shall be limited to no more than fifty percent (50%) of a Participant’s Associate Deferrals for a Plan Year which are not in excess of six percent (6%) of the Participant’s Compensation for the Plan Year.

(c)

In order to be eligible to receive an allocation of Matching Credits, a Participant must be actively employed by the Company as of the last day of the Plan Year for which the Matching Credit is made.

(d)

Notwithstanding the foregoing, effective prior to January 1, 2008, by January 31 of the year following the Plan Year for which Matching Credits were made to the Wraparound Plan, the Company performed, or caused to be performed, nondiscrimination testing of the Associated Plan to determine the maximum amount of Matching Credits eligible for transfer from the Wraparound Plan to the Associated Plan for the immediately preceding Plan Year. Matching Credits not exceeding such maximum were then transferred to the Associated Plan with the balance in excess of such maximum retained under the Wraparound Plan.

(e)

Effective January 1, 2008, as a result of the adoption of “safe harbor 401(k) provisions” under the Associated Plan in accordance with the terms of Code Sections 401(k)(12) and 401(m)(11), the provisions of paragraph (d) of this Section 4.1 were no longer necessary and were eliminated. Any amounts held under the terms of the Plan prior to January 1, 2008 shall continue to be held for the benefit of Participants who participated in the Wraparound Plan and shall continue to be governed by the amended and restated provisions outlined herein.

(f)

Notwithstanding the preceding paragraphs of this Section 4.2, the Company retains the sole discretion make additional Supplemental Credits hereunder, without regard to whether a Participant makes Associate Deferrals, as well as the sole discretion to select the Eligible Employees who may receive an Employer Contribution in a particular form and amount determined by the Company for a Plan Year. The amount of any such Employer Contribution will be determined by the Company in accordance with such criteria as it shall adopt from time to time and shall be made in proportion to each Participant’s Compensation. Except in the event of retirement at or after normal retirement age, disability or death, a Participant shall be required to be actively employed on the last day of the Plan Year for which the Supplemental Credit is made in order to be eligible for an allocation.

(g)

Any Employer Contribution (including Matching Credits and Supplemental Credits, if any) under this Section 4.2 shall be credited to Participant Accounts in accordance with the Plan. Each Employer Contribution and any accrued earnings (net of all gains and losses) shall be distributed in a manner consistent with the elections last made by the Participant on file with the Plan Administrator in accordance with the provisions of Article VII.

5.1

Accounts