Hanesbrands (HBI)

holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED the undersigned                                                                                                                       

hereby sells, assigns and transfers unto                                                                                                                                                

___________________________________________________________________________________________________________

(Please print name and address of transferee)

                     Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint                                                                   with a power of Attorney to transfer the said Rights and a Rights Certificate evidencing such Rights on the books of                             , with full power of substitution.

A new Rights Certificate evidencing the remaining balance, if any, of such Rights not hereby sold, assigned and transferred shall be mailed to and registered in the name of the undersigned unless such person requests that such Rights Certificate be registered in the name of and mailed to (complete only if a Rights Certificate evidencing any remaining balance of Rights is to be registered in a name other than the undersigned):

Please insert Social Security or

other identifying number of transferee:                                                      

_________________________________________________________________________________________________________

(Please print name and address)

_________________________________________________________________________________________________________

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Certificate

The undersigned hereby certifies by checking the appropriate boxes that:

1. this Rights Certificate or any Rights evidenced hereby ¨ are ¨ are not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement);

2. after due inquiry and to the best knowledge of the undersigned, the undersigned ¨ did ¨ did not acquire any of the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Signature Guaranteed:

Signatures must be guaranteed by an eligible guarantor institution with membership in a recognized signature guarantee medallion program as approved by the Securities Transfer Association.

NOTICE

The signature on the foregoing Form of Assignment must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

In the event the certification set forth above in the Form of Assignment is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an assignment or other transfer of this Rights Certificate or any Rights evidenced hereby, will affix a legend to that effect on any Rights Certificate issued in whole or partial exchange for this Rights Certificate.

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FORM OF ELECTION TO PURCHASE