THE WARNACO GROUP, INC. NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN As Amended and Restated Effective November 5, 2008 FOREWORD

1)

Purpose . The purpose of The Warnaco Group, Inc. Non-Employee Directors Deferred Compensation Plan (the “Plan”) is to enable directors of The Warnaco Group, Inc. (the “Company”) who are not also employees of the Company to defer the receipt of certain compensation earned in their capacity as directors of the Company. This Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and shall be interpreted, operated and administered accordingly.

2)

Effective Date . The Plan was originally effective as of December 20, 2006, the date on which it was adopted by the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of the Company (the “Board”). The Plan was subsequently amended and restated effective January 31, 2007, and further amended and restated as set forth herein effective as of November 5, 2008.

3)

Eligibility . Directors of the Company who are not also employees of the Company or any of its subsidiaries (“Directors”) are eligible to participate in the Plan. Each individual whose service as a Director commences during a calendar year may, prior to or within 30 days after the first commencement of such Director’s service on the Board, make a deferral election with respect to Director Fees (as defined in Section 5) to be earned following the date on which such election is made. Directors also will be eligible to elect to defer during any annual enrollment period the Committee may establish in its discretion. Any Director who ceases to be eligible to participate in the Plan (including by reason of the Director becoming employed by the Company or any of its subsidiaries) shall no longer be eligible to defer Director Fees as of the January 1 ^st next following the year in which the Director’s eligibility ceased.

4)

Administration . The Plan shall be administered by the Committee. The Committee shall have the discretionary authority to adopt rules and regulations for carrying out the Plan’s intent and to interpret, construe and implement the provisions thereof, as well as the discretionary authority for making any

determinations under the Plan (including any factual determinations). Determinations made by the Committee with respect to the Plan, any deferral made hereunder and any Director’s account shall be final and binding on all persons, including but not limited to the Company, each Director participating in the Plan and such Director’s beneficiaries.

5)

Deferral of Fees . Subject to such rules and procedures that the Committee may establish from time to time, Directors may elect to defer under the Plan all amounts to be paid to a Director, including annual retainer and committee meeting fees, whether payable in the form of cash or unrestricted shares of Common Stock, par value $0.01 of the Company (“Common Stock”) (such cash or unrestricted Common Stock compensation, collectively, “Director Fees”), but excluding any payment or reimbursement with respect to a Director’s expenses arising from his or her service as a member of the Board, in any case, that would otherwise be payable in accordance with the Company’s policies as in effect from time to time. On and after November 5, 2008, Directors will be permitted to defer the portion of any Director Fees that are payable in cash in the form of Stock Units (as defined in Section 7(b)).

6)

Election Forms . In order to defer Director Fees that may be payable with respect to a calendar year (and to elect to defer all or a portion of any such Director Fees payable in cash into Stock Units), the Director must complete and submit to the Committee a deferral election in such form, and at such time, as determined by the Committee in its sole discretion. The deferral election must be submitted to the Committee prior to January 1 ^st of the calendar year in which the service commences with respect to which the Director Fees are payable. Once a Director has elected to defer his or her Director Fees, the election is irrevocable and shall continue in force for the remainder of the Director’s service as a member of the Board; provided, however, that: (i) a Director may make a new deferral election (and revoke the prior election), provided that the new deferral election is made prior to January 1 ^st of any calendar year and applies only to the Director Fees that will be incurred and payable during the upcoming calendar year and thereafter; and (ii) a Director who ceases to meet the eligibility criteria described above will have his or her election automatically revoked as of the January 1 ^st next following the year in which the Director’s eligibility ceased.