

                            HAMPSHIRE GROUP, LIMITED
                      VOLUNTARY DEFERRED COMPENSATION PLAN
                          FOR DIRECTORS AND EXECUTIVES

                              AMENDED AND RESTATED
                           EFFECTIVE DECEMBER 30, 1997

<PAGE>

                                TABLE OF CONTENTS


ARTICLE I      Definitions. . . . . . . . . . . . . . . . . . .              1

ARTICLE II     Participation. . . . . . . . . . . . . . . . . .              3

ARTICLE III    Deferred Compensation Account Credits . .. . . .              4

ARTICLE IV     Deferred Compensation Accounts   . . . . . . . .              5

ARTICLE V      Vesting  . . . . . . . . . . . . . . . . . . . .              5

ARTICLE VI     Payment of Deferred Compensation; Withdrawals .               6

ARTICLE VII    Funding . . . . . . . . . . . . . . . . . . . .               8

ARTICLE VIII   Administration  . . . . . . . . . . . . . . . .               9

ARTICLE IX     Amendment and Termination . . . . . . . . . . .              10

ARTICLE X      General Provisions  . . . . . . . . . . . . . .              10

EXHIBIT 1      Election Form  . . . . .. . . . . . . . . . . .              12

                                      -i-
<PAGE>

                            HAMPSHIRE GROUP, LIMITED
                      VOLUNTARY DEFERRED COMPENSATION PLAN
                          FOR DIRECTORS AND EXECUTIVES


                                    ARTICLE I

                                   Definitions

Section 1.1 As used in this Plan,  the  following  terms shall have the meanings
hereinafter set forth:

"Annual  Director Fees" means the fees paid during a Plan Year to a Director for
serving on the Board of Directors of the Company.

"Beneficiary"  means  any  person(s)  or  legal  entity(ies)  designated  by the
Participant or otherwise in accordance with Section 10.7.

"Board" means the Board of Directors of the Company.

"Bonus"  means the bonus paid by an Employer to a Key  Employee  during any Plan
Year excluding any bonus prepaid on a monthly basis.

"Committee"  means the Committee  appointed by the Board which  administers  the
Plan in accordance with Article VIII hereof.

"Common  Stock" means the common stock of Hampshire  Group,  Limited,  par value
$0.10 per share.

"Company"  means  Hampshire  Group,  Limited,  a Delaware  corporation,  and its
successors and assigns.

"Deferred  Compensation  Account"  means one or more  accounts  established  and
maintained under the Plan to reflect deferrals made by a Participant hereunder.

"Director" means a member of the Board who is not also a Key Employee.

"Disability" means disability as defined under the long-term  disability plan of
the Company, as amended from time to time.

"Effective Date" means December 30, 1997

"Employer" means the Company and any subsidiary or affiliate thereof which shall
be designated by the Committee as a participating employer under the Plan.

"Financial   Hardship"  means  severe  financial  hardship  to  the  Participant
resulting from a sudden and unexpected illness or accident of the Participant or
a  dependent,  loss of the  Participant's  property  due to  casualty,  or other
similar  extraordinary  and unforeseeable  circumstances  arising as a result of
events  beyond  the  control of the  Participant.  The  circumstances  that will
constitute a Financial Hardship will depend upon the facts of each case and will
be determined by the Committee in its sole discretion; but distributions may not
be made to the extent  that such  hardship  is or may be  relieved  (i)  through
reimbursement  or  compensation by insurance or otherwise or (ii) by liquidation
of the participant's  assets, to the extent the liquidation of such assets would
not itself cause severe financial hardship.1

"401(k)  Plan"  means the  Hampshire  Group,  Limited  and  Subsidiaries  401(k)
Retirement Savings Plan, as amended from time to time.

"Installments"  means substantially  equal payments payable  semi-annually as of
the last day of June and  December  and as of the  anniversary  thereof  in each

<PAGE>
succeeding year over a period certain not to exceed eight (8) years,  commencing
not  later  that two (2)  years  following  the  Participant's  Separation  from
Service, as elected by a Participant in accordance with Section 6.1, but subject
to Section 6.4 hereof.

"Key Employee"  means an employee of an Employer who is (i) a member of a select
group of management or  highly-compensated  employees and (ii) designated by the
Committee as eligible to participate in the Plan.

"Notional  Fund"  means the  investment  funds  available  under the 401(k) Plan
designated by the  Committee  from time to time and shall not be less than three
such funds,  but shall not include the  Hampshire  Group,  Limited  Common Stock
Fund.

"Participant" for any Plan Year means a Key Employee or a Director who elects to
participate in the Plan in accordance with Article II hereof.

"Plan" means the Hampshire Group,  Limited Voluntary Deferred  Compensation Plan
for Directors  and  Executives,  as embodied  herein and as amended from time to
time.

"Plan Year"  means the  calendar  year,  with the first Plan Year  beginning  on
January 1 and ending on December 31, 1997.

"Salary"  means the base salary paid to a Key  Employee for any Plan Year by the
Employer plus any bonus prepaid on a monthly basis.

"Separation from Service" means  termination of a Participant's  employment with
his Employer for any reason,  unless such  termination is in connection with the
transfer of the Participant to another Employer.  "Trust" means a grantor trust,
of which the  Company is the  grantor,  within the meaning of subpart E, part I,
subchapter J, chapter 1, subtitle A of the United States  Internal  Revenue Code
of 1986, as amended, and shall be construed accordingly.

"Trustee" shall mean the trustee of the Trust.

Wherever  any  words are used  herein in the  masculine  gender,  they  shall be
construed  as though  they were  also used in the  feminine  gender in all cases
where  they  would so apply,  and  wherever  any  words  are used  herein in the
singular  form,  they shall be  construed  as though  they were also used in the
plural form in all cases where they would so apply.

                                   ARTICLE II

                                  Participation

Section 2.1       To participate in the Plan:

     (a) Prior to the December 15th preceding a Plan Year, or such other date(s)
as  determined  by the  Committee,  each  Key  Employee  and each  Director  may
irrevocably  elect to  participate  in the Plan for such Plan Year by delivering
written  notice to the  Committee;  which  notice must  specify,  subject to the
provisions of Sections 2.2, 6.1 and 6.2, (i) in the case of a Key Employee,  the
percentage  of Salary and Bonus to be deferred and the time and form of payment,
and (ii) in the case of a Director, the percentage of Annual Director Fees to be
deferred; provided, however, that (x) the Committee may establish procedures and
forms which are  applicable to all Key  Employees and Directors  under which Key
Employees and Directors  may elect to  participate  in the Plan on a prospective
basis as of some  other  date(s)  specified  in such  procedures;  and (y) a Key
Employee's  election with respect to Salary and Bonus and a Director's  election
with respect to Annual  Director Fees shall remain in effect for subsequent Plan
Years unless  revoked or changed by delivery of written  notice to the Committee
by the Key Employee  prior to the  December  15th  preceding  the Plan Year with
respect to which such revocation or change is effective.
<PAGE>
     (b) Prior  15th day of the month  preceding  a  quarter-end,  or such other
date(s) as determined by the Committee,  each Key Employee and each Director may
elect to change his Notional Fund  election,  both for current  deferral and any
portion  of the  balance in his  Deferred  Compensation  Account  by  delivering
written notice to the  Committee.  The change in election shall be effective the
first day of the following quarter, or in the case of the transfer of a balance,
shall be effective on the date the trade is finalized.
 
     (c)  Paragraph  (a) of this  Section  2.1  notwithstanding,  (i)  each  Key
Employee  will have 30 days  following  the adoption of the Plan,  by delivering
written notice to the Committee  otherwise  consistent with Section 2.1(a),  and
(ii) a Key  Employee  who is first  designated  by the  Committee as eligible to
participate  in the Plan  during any Plan Year will have 30 days  following  the
date of notification of eligibility, to elect to defer Salary and Bonus for such
Plan Year by written notice to the Committee  otherwise  consistent with Section
2.1(a).

     (d)  Notwithstanding  the above,  upon  application of any  Participant and
approval thereof by the Committee in their sole discretion,  the Participant may
at any time during a Plan Year  revoke,  by reason of  Financial  Hardship,  his
election to  participate in the Plan for such Plan Year.  Upon such  revocation,
any amount  withheld  for credit to his Deferred  Compensation  Account for such
period shall be paid to him without interest as soon as practicable thereafter.
 
Section 2.2 Participants  may defer any whole number  percentage of their Salary
and Bonus paid in the calendar  year,  from five percent (5%) to thirty  percent
(30%), in the case of Key Employees;  provided,  however,  that (i) no more than
twenty  percent  (20%)  of a  Participant's  total  annual  compensation  may be
deferred for any Plan Year.

Section 2.3 A  Participant  shall cease to be a  Participant  on the date of his
Separation from Service. Notwithstanding the above, compensation earned prior to
Separation from Service which is to be paid subsequently,  shall be eligible for
deferral in accordance with the  Participant's  duly filed election form; except
that if the Separation from Service is the result of termination for cause,  the
Participant's  balance may be paid at the sole  discretion of the Committee in a
lump-sum payment within six months of the Separation from Service.


                                   ARTICLE III

Deferred Compensation Account Credits

Section 3.1 The  Committee  shall  cause to be  credited  to each  Participant's
Deferred  Compensation  Account  for a Plan Year the amounts of Salary and Bonus
which he elected to defer in  accordance  with Article II. Such amounts shall be
so credited on a quarterly  basis as of the end of each calendar  quarter during
the Plan Year.

Section 3.2 Notwithstanding any provisions herein to the contrary, the Committee
in its sole discretion may suspend any and all deferrals under the Plan for such
period of time as it determines,  but in any event all deferrals  under the Plan
shall be suspended after December 31, 2001 for compensation earned subsequent to
that date;  provided  however,  that no action taken shall adversely  affect the
rights  of  any  Participant  hereunder  to  amount  due  and  payable  to  such
Participant at the time such action is taken,  unless the Participant  otherwise
consents thereto.
<PAGE>
                                   ARTICLE IV

                         Deferred Compensation Accounts

Section 4.1 The Committee shall  establish and maintain a Deferred  Compensation
Account for each Participant and shall maintain  separate  sub-accounts for each
Notional Investment within each Deferred Compensation Account.

Section  4.2  Amounts  credited  to a  Deferred  Compensation  Account  shall be
periodically  adjusted for  notional  investment  experience.  In each case such
notional  investment  experience  shall be  determined  by treating the Deferred
Compensation Account as though an equivalent dollar amount had been invested and
reinvested in one or more of the Notional  Funds.  The Notional  Funds used as a
basis  for  determining  notional  investment  experience  with  respect  to any
Deferred  Compensation  Account  shall  be  designated  by  the  Participant  by
delivering  to the  Company  written  instrument  of  election  approved  by the
Committee,  and  may be  changed  prospectively  by  similar  delivered  written
election  before  the 15th  day of the  month  preceding  a  quarter-end,  to be
effective  as of the first day of the new  quarter  following  such  election as
presented in Section 2.1(b) hereof.

Section  4.3 The  Committee  may from  time to time  limit  the  Notional  Funds
available for purposes of such  election.  If at any time any Notional Fund that
has previously been designated by a Participant as a notional  investment  shall
cease to exist or shall be  unavailable  for any reason,  or if the  Participant
fails to designate one or more Notional  Funds pursuant to this Section 4.2, the
Committee may, at its discretion and upon notice to the  Participant,  treat any
amounts  notionally  invested in such Notional Fund (whether  representing  past
amounts credited to a Participant's  Deferred Compensation Account or subsequent
deferrals  or both) as having  been  invested in any such  Notional  Fund as the
Committee may from time to time designate,  in all cases only until such time as
the Participant shall have made another  investment  election in accordance with
the foregoing  procedures.  Deferred  Compensation Accounts shall continue to be
adjusted  for  notional  investment  experience  until  distributed  in  full in
accordance with the distribution  method elected by the Participant  pursuant to
Article VI hereof.

                                    ARTICLE V

                                     Vesting

Section 5.1 A  Participant  shall be fully  vested at all times in his  Deferred
Compensation Account for any Plan Year.

                                   ARTICLE VI

                  Payment of Deferred Compensation; Withdrawals

Section 6.1 Subject to the  limitations  set forth in Section 6.4, at the time a
Key Employee first elects to become a Participant in the Plan, he shall elect in
writing to the Committee,  on a form attached hereto, to have the portion of his
Deferred  Compensation  Account which is attributable to deferrals of Salary and
Bonus and earnings credited thereon paid either:
 
     (A) In a lump sum or in such number of  Installments  as are  indicated  on
such election;

     (B) On (or,  in the  case of  Installments,  commencing  on) any date on or
after such Participant's  Separation from Service,  but not later than two years
following the date of such Separation from Service.  This distribution  shall be
subject to Section 2.3 hereof  providing the Separation from Service is a result
of termination for cause.
<PAGE>
Section  6.2  Further,  at the time a Key  Employee  first  elects  to  become a
Participant  in the Plan, he shall elect in writing  delivered to the Committee,
on the form attached  hereto,  to have the portion of his Deferred  Compensation
Account   attributable  to  (i)  dividend  and  capital  gain  distributions  of
investments  in Notional  Funds  which,  in the  aggregate on a per share basis,
exceed four (4%) of the per share value of the respective fund as of the current
year-end and (ii) realized gains resulting from the liquidation of investment(s)
in Notional Funds:

     (A) Distributed by the Company to the Participant in the same Plan Year, OR
(B) Held in his Deferred  Compensation Account less twenty percent (20%) of such
amounts (or a percentage  equal to the  Company's  current  income tax rate,  if
greater)  which will be retained by the Company to pay estimated  current income
taxes payable on the dividends and taxable capital gains.
 
Section 6.3 Amounts  retained by the  Company to pay  estimated  current  income
taxes on  dividends  and taxable  gains  shall be  credited to the  Participants
Deferred  Compensation  Account as a non-invested balance and such amounts shall
be  distributed  in  full  to  the   Participant  in  accordance   with  regular
distribution  election as provided for in Section 6.1 above.  Such  non-invested
balances  shall not  accrue  any  interest  nor  earnings  and shall be the last
amounts distributed to the Participant in any distribution.

Section 6.4 Notwithstanding  anything herein to the contrary, (i) in the case of
an election for a lump-sum distribution, such distribution shall be made in full
not later  than  December  31,  2004 and (ii) in the case of an  election  for a
distribution in  Installments  such  Installments  shall commence not later than
December 31, 2002.

Section 6.5 Notwithstanding  anything herein to the contrary,  in the case of an
election  for  distribution  in  Installments,  if  initially  the  portion of a
Participant's  Deferred  Compensation Account which is attributable to deferrals
of Salary and Bonus and  earnings  credited  thereon is less than  $50,000,  the
number of Installments  elected by the Participant shall be adjusted to not more
than eight (8)  semi-annual  distributions;  and if initially the portion of his
Deferred  Compensation  Account which is attributable to deferrals of Salary and
Bonus  and  earnings  credited  thereon  is less  than  $25,000,  the  number of
Installments  elected by the Participant shall be adjusted to not more than four
(4)  semi-annual  distributions,  in  each  case  commencing  on the  designated
commencement date.

Section  6.6 The  election  made by a  Participant  pursuant  to Section 6.1 and
Section 6.2 may not be changed  unless the  Committee  specifically  consents to
such a change in its sole discretion.

Section 6.7 If a Participant  fails to deliver to the Committee a timely payment
election in accordance with  procedures  established by the Committee and on the
form provided by the Committee,  a Participant shall have the amount credited to
his  Deferred  Compensation  Account  paid to him in a single lump sum on a date
which is within six-months following his Separation from Service.
 
Section  6.8  Plan  payments  shall  be  considered  cash  compensation  to  the
Participant when paid, subject to all applicable federal, state and local income
taxes and  withholding;  and at the election of the Participant the distribution
shall be made in like-kind.

Section  6.9  Amounts  paid under the Plan  shall not be  eligible  for  further
deferral under the Plan.
 
Section  6.10 If a  Participant  dies,  at the request of his  Beneficiary,  the
Beneficiary  shall  be  entitled  to  receive,   as  soon  as   administratively
practicable  after  the date of the  Participant's  death,  the  payment  of his
Deferred  Compensation  Account  in a  lump-sum  payment,  less  any  applicable
federal, state and local income taxes and withholding, if any.
<PAGE>
Section 6.11 Notwithstanding  anything herein to the contrary, a Participant may
request and receive a hardship distribution, provided the Participant is able to
demonstrate, to the satisfaction of the Committee in their sole discretion, that
he has suffered a Financial Hardship.  A hardship  distribution  request must be
made  on  the  form  provided  by the  Committee  and is  subject  to the  rules
established  by the  Committee  governing  hardship  distributions.  The  amount
distributed  cannot  exceed  the  lesser  of  (a)  the  Participant's   Deferred
Compensation  Account,  or (b) the amount necessary to satisfy the Participant's
Financial Hardship.  No hardship  distribution may be made prior to the time the
Committee approves the distribution.

Section 6.12 All  payments  shall be subject to the  provisions  of Section 10.4
hereof.

Section  6.13 Any payment made to a  Participant  or his  Beneficiary  or estate
pursuant to the terms of the Plan shall  constitute a complete  discharge of the
obligations of the Company and the Committee with respect thereto.

                                   ARTICLE VII

                                     Funding

Section 7.1 The Board of  Directors  of the Company  shall cause the Trust to be
created,  shall appoint the Trustee and shall authorize the appropriate officers
of the Company to execute all necessary trust  agreements and other  instruments
necessary there- for; provided,  however,  that (i) the terms of the Trust shall
be consistent  with the status of the Plan as  "unfunded"  for purposes of ERISA
and (ii) the  Trust  shall  conform  to the  terms of the  model  grantor  trust
contained in Revenue Procedure 92-64,1992-33 I.R.B. 11.
 
Section 7.2 Not later than ten (10) days following each quarter on which amounts
are credited to Deferred Compensation  Accounts, the Company shall contribute to
the Trust cash equal to the amounts so credited.

Section  7.3 At each  time  payment  of all or a portion  of each  Participant's
Deferred  Compensation Account is due pursuant to an election made in accordance
with Article II (or pursuant to the death of a Participant  in  accordance  with
Section 6.6), the Committee  shall instruct the Trustee to distribute  cash from
the Trust directly to such  Participant or his Beneficiary in an amount equal to
the portion of his Deferred  Compensation  Account  which is so payable.  In the
absence of such an instruction  to the Trustee by the  Committee,  a Participant
may  directly  instruct the Trustee to make such  distribution,  and the Trustee
shall do so if it determines  that such  distribution  is in accordance with the
Participant's Article II election. If the Trustee fails to make any distribution
from the Trust  required  hereunder,  the Company  shall make such  distribution
directly to the Participant  entitled  thereto from its general  assets.  If any
payment  is made to a  Participant  by the  Company  pursuant  to the  preceding
sentence,  the  Participant  shall be deemed to have assigned to the Company his
rights  to  receive  such  payment  from the  Trust,  and the  Company  shall be
subrogated to all rights of the Participant therein.

                                  ARTICLE VIII

                                 Administration
 
Section 8.1 The Plan shall be administered by a three member Committee appointed
by the Board which shall consist of one member of the Compensation  Committee of
the  Board,  the Chief  Executive  Officer  of the  Company  and the  individual
designated as the administrator.
 
Section  8.2 The  complete  authority  to control and manage the  operation  and
administration  of  the  Plan  and  the  responsibility  for  carrying  out  its
provisions is vested in the Committee.
<PAGE>
Section  8.3  The  Committee   shall  from  time  to  time  establish  rules  of
administration  and  interpretation  of  the  Plan.  The  determination  of  the
Committee as to any disputed  questions  shall be conclusive  and binding on all
parties,  including  the  Participant,  his  Beneficiary,  the  Company and each
Employer.

Section 8.4 Any act which the Plan  authorizes  or requires the  Committee to do
may be done by a majority of its members. The action of such majority, expressed
by a vote at a meeting or in writing  without a meeting,  shall  constitute  the
action of the  Committee  and shall have the same effect for all  purposes as if
assented by all members of the Committee.

Section  8.5 The members of the  Committee  may  authorize  one or more of their
members to execute or deliver  any  instrument,  make any payment or perform any
other act which the Plan authorizes or requires the Committee to do.

Section 8.6 The  Committee  may employ  counsel and other agents and may procure
such  clerical,  accounting,  and other services as they may require in carrying
out the  provisions of the Plan.  No member of the  Committee  shall receive any
compensation for his services as such. All expenses of  administering  the Plan,
including but not limited to, fees of accountants and counsel,  shall be paid by
the  Company up to $10,000  annually  and any other  costs are to be paid by the
Plan by prorating the amount to the individual  Participants  based on aggregate
investment in the Plan of each.

Section 8.7 The Company  shall  indemnify  and save  harmless each member of the
Committee against all expenses and liabilities  arising out of membership on the
Committee,  excepting only expenses and  liabilities  arising from his own gross
negligence or willful misconduct, as determined by the Board of Directors.


                                   ARTICLE IX

                            Amendment and Termination

Section 9.1 The  Company,  by action of the  Committee,  may at any time or from
time to time modify or amend any or all of the  provisions of the Plan or may at
any time  terminate  the Plan;  provided,  however,  that no action  taken shall
adversely  affect the rights of any  Participant  hereunder  to amounts  due and
payable  to such  Participant  at the time  such  action is  taken,  unless  the
Participant otherwise consents thereto.
<PAGE>

                                    ARTICLE X

                               General Provisions

Section  10.1 No  Participant,  Key  Employee  or employee of the Company or any
Employer shall have any right to any payment or benefit  hereunder except to the
extent provided in the Plan.

Section 10.2 The  employment  rights of any  Participant  shall not be enlarged,
guaranteed or affected by reason of any of the provisions of the Plan.

Section 10.3 Assignment, pledge or other encumbrance of any payments or benefits
under the Plan shall not be permitted or recognized and to the extent  permitted
by law,  no such  payments  or  benefits  shall be subject  to legal  process or
attachment  for the  payment of any claim of any person  entitle to receive  the
same.

Section  10.4 The  Company  shall have the right to retain or to use any amounts
payable under the Plan to satisfy or otherwise  offset  amounts the  Participant
owes to the Company.

Section 10.5 If the  Committee  determines  that any person to whom a payment is
due  hereunder  is a minor or  incompetent  by  reason  of  physical  or  mental
disability, the Committee shall have the power to cause the payments then due to
such person to be made to another  for the benefit of the minor or  incompetent,
without responsibility of the Company or the Committee to see to the application
of such  payment,  unless claim prior to such payment is made therefor by a duly
appointed  legal  representative.  Payments  made  pursuant  to such power shall
operate as a complete discharge of the Company and the Committee.

Section  10.6  The  validity  of the  Plan  or any of its  provisions  shall  be
determined  under, and it shall be construed and  administered  according to the
laws of the  state  in which  the  administrative  offices  of the  Company  are
maintained,  which currently is South Carolina.  In the event of a dispute which
results in a  Participant  or  Beneficiary  filing  suit  against  the  Company,
Employer,  Board  of  Directors,  Committee  or  officers  of the  Company,  the
Participant  shall have  agreed  that the party  which the  decision is rendered
against  shall pay the legal  expenses of the  prevailing  party.  Further,  the
Participant shall waive his right to a jury trial.

Section 10.7 Each  Participant may designate,  in writing and on a form provided
by the Committee,  any person(s) or legal entity(ies),  including his estate, as
his  Beneficiary  under the Plan;  provided,  however,  that a  Participant  may
designate a trust as his Beneficiary only with the prior written approval of the
Committee. A Participant may at any time revoke his designation of a Beneficiary
or change his  Beneficiary  at any time prior to his death by  delivering to the
Committee the appropriate  beneficiary  designation  form. If no person or legal
entity  shall  be  designated  by a  Participant  as  his  Beneficiary  or if no
designated  Beneficiary survives him, his Beneficiary shall be his estate. To be
effective,  any  designation  or  revocation  of  Beneficiary  must  be  on  the
appropriate  form provided by the Committee and on file with the Committee prior
to the date of the  Participant's  death.  The  provisions  of the Plan shall be
binding on the Participant,  the Company, and their respective heirs, executors,
administrators, successors and assigns.
<PAGE>

ADOPTED,  this 30th day of December 1997, by the unanimous vote of the Committee
of the  Hampshire  Group,  Limited  Voluntary  Deferred  Compensation  Plan  for
Directors and Executives.



/s/ Ludwig Kuttner
-----------------------
Ludwig Kuttner
Chairman


/s/ Harvey L. Sperry
-----------------------
Harvey L. Sperry


/s/ Charles W. Clayton
-----------------------
Charles W. Clayton
Secretary
<PAGE>
                                                                Exhibit I
                            HAMPSHIRE GROUP, LIMITED

                      VOLUNTARY DEFERRED COMPENSATION PLAN
                          FOR DIRECTORS AND EXECUTIVES

ELECTION FORM of ________________________   _________________
                 (Name of Participant)     (Social Security No.)

In  accordance  with and  subject  to the  Hampshire  Group,  Limited  Voluntary
Deferred  Compensation Plan (the "Plan"),  I hereby request to defer the receipt
of  compensation  as follows  commencing for the Plan Year beginning  January 1,
19____ , and each  succeeding  Plan Year until I deliver  written  notice to the
Committee specifying change(s) or revocation.

A.  Amount to be Deferred:  (not less than 5%, nor more than 30%)    
    Salary ____ %    Bonus  ____%
    Annual Director Fees  ____%
 
B.  Notional Fund for Investment:__________________________________      ____%
    (not less than 40% in any funds) ______________________________      ____%

C.  Form of Distribution for Salary and Bonus Deferral:
     ___ Lump sum (not later than two years following Separation from Service
     or December 31, 2004)  or
    ____ Semi-annual Installments (not to exceed 8 years):  _____ Years

D.  Period of Deferral for Salary and Bonus:
     Date on which payment should be made or commence: _____________________
     (Not later than two years following Separation from Service.  Installment 
     distributions must commence by December 31, 2002; lump sum distributions 
     must be made on or before December 31, 2004.)
 
NOTE:  Once you have selected a Period of Deferral for Salary and Bonus, it will
apply to all  subsequent  deferrals and may not be changed  without the specific
written consent of the Committee.  If you do not select a specific date, payment
will be made or commence upon  Separation  from Service.  Deferrals of Qualified
Stock  Equivalents  will be paid to you in  accordance  with your  deferral  and
distribution elections made under the Stock Purchase Plan.

E.  Form of Distribution for Dividends and Gains:
    _____ Lump sum in current Plan Year or
    _____ Held in the Participant's Deferred Compensation Account less 20% (or
    and amount equal to the Company's current tax rate, if greater) returned to
    the Company for current taxes, until regular distribution.

Initial ______
<PAGE>
  F.  Designation of Beneficiary:

I hereby designate the following as my beneficiary(ies) in the event of my death
prior to receipt of all amounts credited to my Deferred Compensation Account, to
be paid in a lump sum.

___________________________________________        ____-___-_____        ___%
Primary Beneficiary Name                         Social Security No.
Address _____________________________________________
        _____________________________________________

___________________________________________        ____-___-_____        ___%
Primary/Contingent Beneficiary Name             Social Security No.
Address _____________________________________________
        _____________________________________________


 ___________________________________________       ____-___-_____        ___%
Contingent Beneficiary Name                     Social Security No.
Address ________________________________________________
        ________________________________________________
 
A  Participant  should  contact his tax  advisor  prior to making an election to
defer  compensation and should be and should make their deferral  decision based
exclusively on the professional  advise of such  independent  advisor and not on
the advise of any member of the Board or the Plan Committee.
 
I  acknowledge  that I have  received  a copy of the Plan  and have  read it and
understand its terms. I have consulted a professional  tax advisor in respect to
my  decision  to  defer  compensation  under  the  Plan  or I am  professionally
qualified to understand the financial  consequences of my deferral  election and
my investment election.

I hereby  agree that if there is a dispute  which  results in a lawsuit,  that I
will pay the legal expenses of the prevailing party.  Further, I hereby waive my
right to a jury trial.
 
Further,  I  understand  that,  in the event of my death prior to receipt of all
amounts payable to me pursuant to the Plan, all amounts  credited to my Deferred
Compensation Account will be paid to my designated  Beneficiary in the form of a
lump sum payment at the request of the Beneficiary.

I understand  that this election will remain in effect for future years unless I
deliver a new election,  or a revocation of this  election,  to the Committee by
December 15th  preceding the Plan Year I wish such new election or revocation to
be effective.
 
Signed at  _________________ this ____ day of ______________ , 19___ .


________________________________________    ______________________________
Signature of Participant                    Signature of Witness 

Address  ________________________________
         ________________________________

1This definition,  along with the hardship  distribution  clause in Section 6.7,
constitute the IRS's view of allowable hardship distributions from non-qualified
deferred compensation plans.

