SEVERANCE PROTECTION AGREEMENT


         THIS  SEVERANCE  PROTECTION  AGREEMENT  (the  "Agreement")  made  as of
November 3, 2000,  by and between  DUCK HEAD  APPAREL  COMPANY,  INC., a Georgia
corporation  (the  "Company")  with a principal place of business at 1020 Barrow
Industrial  Parkway,   Winder,  Georgia  30680,  and  WILLIAM  B.  MATTISON,  an
individual resident of the State of Texas (the "Executive").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS,  the Board of  Directors  of the  Company  (the  "Board")  has
determined that it is essential and in the best interests of the Company and its
shareholders to retain the services of the Executive in the event of a threat or
occurrence of a Change in Control (as hereinafter defined);

         WHEREAS, the Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal  uncertainties  and risks
created by, and to encourage the  Executive's  full  attention and dedication to
the Company in the event of, a threat or occurrence of a Change in Control;

         WHEREAS,  in order to induce the  Executive  to remain in the employ of
the Company in the event of a threat or the  occurrence  of a Change in Control,
the Company desires to provide the Executive with certain  benefits in the event
his employment is terminated as a result of, or in connection  with, a Change in
Control; and

         WHEREAS, in order to accomplish these objectives,  the Board has caused
the Company to enter into this Agreement;

         NOW,  THEREFORE,  in consideration of the respective  agreements of the
parties contained herein, it is agreed as follows:

         1. Term of  Agreement.  This  Agreement  shall  commence as of the date
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hereof and shall  continue in effect until the second  anniversary of such date;
provided,  however,  that  commencing  on the date one (1) year  after  the date
hereof and on each  annual  anniversary  thereafter  (such date and each  annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"), the
term of this Agreement  shall  automatically  be extended so as to terminate two
(2) years from the Renewal  Date,  unless  either the  Company or the  Executive
shall have given  written  notice to the other at least  ninety  (90) days prior
thereto that the term of this Agreement  shall not be so extended;  and provided
further that this Agreement shall terminate earlier as follows:  (i) on the 60th
day  following  a Change in Control;  (ii) prior to a Change in Control,  on the
60th day  following  notice by the Company to the  Executive of the  Executive's
termination  of  employment  with the  Company,  unless the  Executive  has been
terminated  for  one of the  following  reasons:  (A)  the  Executive  has  been
convicted  of a felony or a felony  prosecution  has been  brought  against  the
Executive,  (B) the Executive intentionally and continually failed substantially
to perform his reasonably assigned duties with the Company (other than a failure


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resulting from the Executive's incapacity due to physical or mental illness), or
(C) the Executive  intentionally  engaged in illegal conduct or gross misconduct
which results in material  economic  harm to the Company,  in any of which cases
this Agreement shall terminate immediately upon notice of such termination;  and
(iii)  prior  to a  Change  in  Control,  immediately  upon  termination  by the
Executive of the Executive's employment with the Company.

         2.       Certain Definitions.
                  -------------------

                  2.1.  Accrued  Compensation.  For purposes of this  Agreement,
                        ---------------------
"Accrued  Compensation"  shall mean an amount  which  shall  include all amounts
earned or accrued through the  "Termination  Date" (as hereinafter  defined) but
not paid as of the Termination Date,  including,  without  limitation,  (i) base
salary, (ii) reimbursement for reasonable and necessary expenses incurred by the
Executive on behalf of the Company  during the period ending on the  Termination
Date,  (iii) vacation pay, (iv) bonuses and incentive  compensation,  including,
without  limitation,  any target bonus for the  Executive  under the Home Office
Bonus  Program,  and (v) all other  amounts to which the  Executive  is entitled
under any  compensation  plan of the Company at the times such payments are due.
For purposes of this calculation,  Accrued  Compensation  shall include the full
amount to which the Executive would have been entitled under the Company's bonus
plan for the  fiscal  year in which a Change in  Control  occurs  had the target
performance levels been achieved.

                  2.2.  Base  Amount.  For  purposes  of this  Agreement,  "Base
                        ------------
Amount"  shall mean the  greater of the  Executive's  annual  base salary at the
highest  rate in effect (i) on, or at any time during the ninety (90) day period
prior to, the  Termination  Date or (ii) at any time  during the ninety (90) day
period  prior to a Change  in  Control  and shall  include  all  amounts  of the
Executive's  base salary that are deferred under any qualified or  non-qualified
employee benefit plans of the Company or any other agreement or arrangement.

                  2.3. Cause.  For purposes of this Agreement,  a termination of
                       -----
employment is for "Cause" if the  Executive has been  convicted of a felony or a
felony  prosecution has been brought against the Executive or if the termination
is evidenced by a resolution  adopted in good faith by two-thirds ((2)/3) of the
Board that the Executive (i) intentionally and continually failed  substantially
to perform his reasonably assigned duties with the Company (other than a failure
resulting from the  Executive's  incapacity due to physical or mental illness or
because of a Change in Control) which failure continued for a period of at least
thirty (30) days after a written  notice of demand for  substantial  performance
has been delivered to the Executive specifying the manner in which the Executive
has failed  substantially to perform,  or (ii) intentionally  engaged in illegal
conduct or gross  misconduct  which  results in  material  economic  harm to the
Company; provided, however, that (A) where the Executive has been terminated for
Cause  because  a  felony  prosecution  has  been  brought  against  him  and no
conviction  or plea of  guilty  or plea  of nolo  contendere  or its  equivalent
results therefrom,  then said termination shall no longer be deemed to have been
for Cause and the  Executive  shall be entitled to all the benefits  provided by
Section 3.1.1 or 3.1.2 hereof, as appropriate, from and after the date on which

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<PAGE>
the  prosecution  of the Executive has been dismissed or a judgment of acquittal
has been entered,  whichever  shall first occur;  and (B) no  termination of the
Executive's  employment  shall be for Cause as set forth in  clause  (ii)  above
until (x) there shall have been  delivered to the  Executive a copy of a written
notice  setting  forth that the Executive was guilty of the conduct set forth in
clause  (ii) and  specifying  the  particulars  thereof in  detail,  and (y) the
Executive  shall have been provided an  opportunity to be heard in person by the
Board  (with the  assistance  of the  Executive's  counsel if the  Executive  so
desires).  No act,  nor  failure  to act,  on the  Executive's  part,  shall  be
considered  "intentional" unless the Executive has acted or failed to act with a
lack of good faith and with a lack of  reasonable  belief  that the  Executive's
action or failure to act was in the best  interests of the Company.  Any act, or
failure to act, based upon authority given pursuant to a resolution duly adopted
by the Board or upon the  instructions  of any senior  officer of the Company or
based upon the advice of counsel for the Company shall be conclusively  presumed
to be done,  or omitted to be done,  by the  Executive  in good faith and in the
best interests of the Company. Any termination of the Executive's  employment by
the Company  hereunder shall be deemed to be a termination  other than for Cause
unless it meets all requirements of this Section 2.3.

                  2.4.  Change in Control.  For purposes of  this  Agreement,  a
                        -----------------
"Change in Control" shall mean any of the following:

                  2.4.1 The  individuals  who, as of the date hereof are members
         of  the  Board  (the  "Incumbent  Board"),  cease  for  any  reason  to
         constitute  at least a majority of the members of the Board;  provided,
         however,  that if the  election,  or  nomination  for  election  by the
         Company's  common  shareholders,  of any new director was approved by a
         vote of at least a majority of the Incumbent  Board,  such new director
         shall, for purposes of this Agreement, be considered as a member of the
         Incumbent Board; provided further, however, that no individual shall be
         considered a member of the Incumbent Board if such individual initially
         assumed   office  as  a  result  of  either  an  actual  or  threatened
         solicitation  subject to Rule  14a-12(c)  by or on behalf of a "Person"
         (as the term person is used for  purposes of Section  13(d) or 14(d) of
         the Securities  Exchange Act of 1934, as amended (the "Exchange Act")),
         other than the Board (a "Proxy  Contest"),  including  by reason of any
         agreement intended to avoid or settle any Proxy Contest; or

                  2.4.2  Approval by shareholders of the Company of:

                  (i)      A merger,  consolidation or reorganization  involving
                           the  Company,  unless such merger,  consolidation  or
                           reorganization  is  a  "Non-Control  Transaction."  A
                           "Non-Control   Transaction"   shall  mean  a  merger,
                           consolidation or reorganization of the Company where:

                           (A)      the shareholders of the Company, immediately
                                    before   such   merger,  consolidation    or
                                    reorganization,  own  directly or indirectly
                                    immediately following such merger,  consoli-
                                    dation   or   reorganization,    at  least a
                                    majority of the combined voting power of the
                                    outstanding   voting   securities   of   the
                                    corporation  resulting from   such   merger,
                                    consolidation   or   reorganization     (the
                                    "Surviving Corporation")  in   substantially

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                                    the same  proportion  as their  ownership of
                                    voting  securities  immediately  before such
                                    merger, consolidation or reorganization, and
                                    such  merger,   consolidation  or  reorgani-
                                    zation has been  approved  by the  Incumbent
                                    Board, and

                           (B)      the  individuals  who  were  members  of the
                                    Incumbent  Board  immediately  prior  to the
                                    execution  of the  agreement  providing  for
                                    such merger, consolidation or reorganization
                                    constitute   at  least  a  majority  of  the
                                    members  of the  board of  directors  of the
                                    Surviving  Corporation,   or  a  corporation
                                    beneficially directly or indirectly owning a
                                    majority  of the  voting  securities  of the
                                    Surviving Corporation, and

                           (C)      no Person other than (i) the Company,   (ii)
                                    any corporation or other Person of   which a
                                    majority of its voting power  or its  voting
                                    equity   securities  or  equity  interest is
                                    owned,   directly or  indirectly,   by   the
                                    Company (for  purposes of  this  definition,
                                    a  "Subsidiary"), (iii) any employee benefit
                                    plan (or any trust forming  a part  thereof)
                                    maintained  by the  Company,  the  Surviving
                                    Corporation or any  Subsidiary,  or (iv) any
                                    Person  who,  immediately   prior  to   such
                                    merger, consolidation or reorganization, had
                                    Beneficial Ownership (within the meaning  of
                                    Rule  13d-3  promulgated  under the Exchange
                                    Act) of twenty percent (20%) or more of  the
                                    Company's  then  outstanding  voting securi-
                                    ties) has Beneficial  Ownership  of   twenty
                                    percent (20%) or more of the combined voting
                                    power of the  Surviving  Corporation's  then
                                    outstanding voting securities;

                  (ii)     A complete liquidation or dissolution of the Company;
                           or

                  (iii)    An agreement for the sale or other disposition of all
                           or substantially  all of the assets of the Company to
                           any Person  (other than a transfer to a  wholly-owned
                           Subsidiary).

                  2.5. Disability. For purposes of this Agreement,  "Disability"
                       ----------
shall mean a physical or mental infirmity which impairs the Executive's  ability
to substantially perform his duties with the Company for a period of one hundred
eighty (180)  consecutive  days and the  Executive  has not returned to his full
time  employment  prior to the  Termination  Date as  stated in the  "Notice  of
Termination" (as hereinafter defined).

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<PAGE>

                  2.6.  Notice of  Termination.  For purposes of this Agreement,
                        ----------------------
"Notice of  Termination"  shall mean a written  notice of  termination  from the
Company,  following a Change in Control,  of the  Executive's  employment  which
indicates the specific  termination  provision in this Agreement relied upon and
which sets forth in  reasonable  detail the facts and  circumstances  claimed to
provide  a  basis  for  termination  of the  Executive's  employment  under  the
provision so indicated.

                  2.7. Regular Severance Amount. For purposes of this Agreement,
                       ------------------------
"Regular  Severance  Amount"  shall  mean an  amount  equal to the  Base  Amount
multiplied  by a fraction  the  numerator of which is the sum of two (2) and the
number of fiscal years that the Executive has been continuously  employed by the
Company or its  predecessors and the denominator of which is 52. For purposes of
this  calculation,  employment  in  excess  of  six  months  shall  count  as an
additional  fiscal year.  By way of example only,  if the  Executive's  unbroken
service is three fiscal years, seven months, the number of fiscal years shall be
four.

                  2.8.   Termination  Date.  For  purposes  of  this  Agreement,
                         -----------------
"Termination Date" shall mean, in the case of the Executive's death, his date of
death,  in the case of  termination  by the  Executive  following  a  Change  in
Control,  the last day of employment,  and in all other cases (other than in the
case of a  successor  or an  assignee,  which is  provided  for in  Section  7.1
hereof),  the date specified in the Notice of  Termination;  provided,  however,
that if the Executive's employment is terminated by the Company for Cause or due
to Disability, the date specified in the Notice of Termination shall be at least
thirty  (30)  days  from the  date the  Notice  of  Termination  is given to the
Executive;  and provided  further that in the case of  Disability  the Executive
shall not have returned to and be continuing in the full-time performance of his
duties during such period of at least thirty (30) days.

         3.       Termination of Employment.
                  -------------------------

                  3.1. If, during the term of this  Agreement,  the  Executive's
employment  with the Company shall be  terminated  following a Change in Control
under any of the following circumstances, the Executive shall be entitled to the
following compensation and benefits:

                           3.1.1 If the Executive's  employment with the Company
                  shall  be   terminated   (i)  by  the  Company  for  Cause  or
                  Disability,  (ii) by reason of the Executive's death, or (iii)
                  by the  Executive  other than in  connection  with a Change in
                  Control,  the Company  shall pay to the  Executive all Accrued
                  Compensation.

                           3.1.2 If the Executive's  employment with the Company
                  shall be terminated  for any reason other than as specified in
                  subsection  3.1.1  (including,   without  limitation,  by  the
                  Executive  in  connection  with  a  Change  in  Control),  the
                  Executive shall be entitled to the following:

                                    (i)  the Company shall pay the Executive all
                                         Accrued Compensation;

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<PAGE>

                                    (ii) the Company  shall pay the Executive as
                           severance pay and in lieu of any further compensation
                           for periods subsequent to the Termination Date (other
                           than stock, cash or other consideration  arising from
                           the  exercise of  outstanding  stock  options and the
                           vesting of  incentive  stock  awards and  amounts due
                           under any retirement  plans of the Company) an amount
                           in cash  equal to the sum of (A) the Base  Amount and
                           (B) the Regular Severance Amount;

                                    (iii) for 12 months or such longer period as
                           may be  provided  by  the  terms  of the  appropriate
                           program,   practice  or  policy  (the   "Continuation
                           Period"), the Company shall, at its expense, continue
                           on behalf of the  Executive  and his  dependents  and
                           beneficiaries   the   life   insurance,   disability,
                           medical,   dental   and   hospitalization    benefits
                           generally made  available to the Company's  executive
                           salaried  employees  at any time  during  the  90-day
                           period  prior to the Change in Control or at any time
                           thereafter,   provided   that   (A)   the   Company's
                           obligation  hereunder  with respect to the  foregoing
                           benefits  shall be  limited  to the  extent  that the
                           Executive  obtains  any such  benefits  pursuant to a
                           subsequent  employer's  benefit plans,  in which case
                           the Company may reduce the  coverage of any  benefits
                           it is required to provide the Executive  hereunder as
                           long as the  aggregate  coverages and benefits of the
                           combined  benefit  plans is no less  favorable to the
                           Executive than the coverages and benefits required to
                           be  provided  hereunder,  and (B) this  clause  (iii)
                           shall not be  interpreted so as to limit any benefits
                           to  which  the   Executive  or  his   dependents   or
                           beneficiaries  may  be  entitled  under  any  of  the
                           Company's   employee   benefit  plans,   programs  or
                           practices  following the  Executive's  termination of
                           employment,  including,  without limitation,  retiree
                           medical and life insurance benefits;

                                    (iv) the  Executive  shall have the right to
                           require the  Company to  purchase,  for cash,  within
                           five (5) days of the  Executive's  Termination  Date,
                           any  shares  of  stock  purchased  upon  exercise  or
                           vesting  of  any  incentive  stock  awards  or  stock
                           options,  at a price  equal  to the  average  closing
                           price  of  such  shares  during  the  five  (5)  days
                           preceding  the  Change  in  Control,  or  extend  the
                           exercisability of such options to the full period for
                           which they would be exercisable  had the  Executive's
                           employment not be terminated; provided that only with
                           respect to stock options for shares of Delta Woodside
                           Industries,  Inc. ("Delta  Woodside"),  the Executive
                           shall  have  the  right to  require  the  Company  to
                           purchase,  for  cash,  within  five  (5)  days of the
                           Executive's Termination Date, such stock options, at


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                           a price  equal to the  difference  between the market
                           price of common  stock of Delta  Woodside on the date
                           such  options  were  granted and the per share option
                           exercise price; and

                                    (v) the Company  shall,  at its sole expense
                           as incurred,  provide the Executive with outplacement
                           services  the scope and  provider  of which  shall be
                           selected by the  Executive,  in his sole  discretion,
                           and which shall  include the  provision of reasonable
                           office  space and  secretarial  assistance,  provided
                           that the Company's  responsibility under this Section
                           3.1.2(v) shall be limited to $20,000.

                           3.1.3 The amounts  provided for in subsections  3.1.1
                  and  3.1.2(i) and (ii) shall be paid (A) in a lump sum in cash
                  within five (5) days of the Executive's  Termination  Date, or
                  (B) at the  Executive's  option  made  pursuant  to a  written
                  election  delivered to the Company,  in two (2)  substantially
                  equal annual  payments  commencing no later than five (5) days
                  after the Executive's  Termination  Date. Should the Executive
                  elect to receive such payments in installments,  the amount of
                  the Company's outstanding obligation to the Executive shall be
                  increased  by interest  on a monthly  basis at a rate equal to
                  the  "Applicable  Federal Rate," as defined in Section 1274(d)
                  of the Internal Revenue Code of 1986, as amended (the "Code"),
                  then in effect.

                           3.1.4 The Executive shall not be required to mitigate
                  the amount of any payment  provided  for in this  Agreement by
                  seeking other  employment  or  otherwise,  and no such payment
                  shall be offset or reduced  by the amount of any  compensation
                  or  benefits  provided  to the  Executive  in  any  subsequent
                  employment, except as provided in subsection 3.1.2(iii).

                  3.2.  The  severance  pay and  benefits  provided  for in this
Section 3 shall be in lieu of any other  severance or  termination  pay to which
the Executive may be entitled under any Company  severance or termination  plan,
program, practice or arrangement.

                  3.3. The Executive's  entitlement to any other compensation or
benefits shall be determined in accordance with the Company's  employee  benefit
plans and other applicable programs, policies and practices then in effect.

         4.  Exercise of Certain Stock  Options.  With respect to all options to
             ----------------------------------
purchase  shares of the Company's  stock  granted to the Executive  prior to the
date of this  Agreement,  upon the exercise by the Executive of any such option,
the Company  shall pay to or on behalf of the  Executive  in cash an amount that
will be approximately  sufficient,  after the payment of all applicable  federal
and state  income  taxes,  to pay the  federal and state  income  taxes that the
Executive  will incur by virtue of the exercise of such  option.  This Section 4
shall survive the termination of this Agreement.

         5.       Notice  of  Termination. Following a Change  in  Control,  any
                  -----------------------
purported  termination  of the  Executive's  employment  by the Company shall be
communicated  by Notice of Termination  to the  Executive.  For purposes of this
Agreement,  no such purported termination shall be effective without such Notice
of Termination.

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         6.       Excess Parachute Payments.
                  -------------------------

                  6.1 Notwithstanding anything contained herein to the contrary,
if any portion of the  payments  and benefits  provided  hereunder  and benefits
provided  to, or for the  benefit  of,  the  Executive  under any other  plan or
agreement of the Company (such payments or benefits are collectively referred to
as the "Payments") would be subject to the excise tax (the "Excise Tax") imposed
under  Section  4999 of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"),  or would be  nondeductible  by the Company pursuant to Section 280G of
the Code,  the  Payments  shall be  reduced  (but not below  zero) if and to the
extent  necessary  so that no portion of any Payment to be made or benefit to be
provided  to the  Executive  shall  be  subject  to the  Excise  Tax or shall be
nondeductible  by the Company pursuant to Section 280G of the Code (such reduced
amount is hereinafter  referred to as the "Limited Payment Amount").  Unless the
Executive shall have given prior written notice  specifying a different order to
the Company to effectuate the Limited Payment  Amount,  the Company shall reduce
or eliminate the Payments,  by first reducing or  eliminating  those payments or
benefits which are not payable in cash and then by reducing or eliminating  cash
payments,  in each case in reverse  order  beginning  with  payments or benefits
which are to be paid the farthest in time from the Determination (as hereinafter
defined).  Any  notice  given  by the  Executive  pursuant  to  the  immediately
preceding  sentence shall take precedence over the provisions of any other plan,
arrangement or agreement  governing the Executive's  rights and  entitlements to
any benefits or compensation.

                  6.2 An initial  determination as to whether the Payments shall
be reduced to the Limited  Payment  Amount  pursuant to this  Agreement  and the
amount of such Limited Payment Amount shall be made by an accounting firm at the
Company's expense selected by the Company which is designated as one of the five
largest  accounting  firms in the United  States (the  "Accounting  Firm").  The
Accounting Firm shall provide its determination (the "Determination"),  together
with detailed  supporting  calculations and documentation to the Company and the
Executive within thirty (30) days of the Termination Date, if applicable, and if
the Accounting  Firm  determines  that no Excise Tax is payable by the Executive
with respect to a Payment or Payments,  it shall furnish the  Executive  with an
opinion  reasonably  acceptable  to the  Executive  that no  Excise  Tax will be
imposed with  respect to any such  Payment or Payments.  Within ten (10) days of
the delivery of the Determination to the Executive, the Executive shall have the
right to dispute the Determination (the "Dispute").  If there is no Dispute, the
Determination  shall be binding,  final and conclusive  upon the Company and the
Executive subject to the application of Section 6.3 below.

                  6.3 As a  result  of the  uncertainty  in the  application  of
Sections  4999 and 280G of the Code, it is possible that the Payments to be made
to, or provided for the benefit of, the Executive  either have been made or will
not be made by the Company which, in either case, will be inconsistent  with the
limitations  provided  in Section  6.1  (hereinafter  referred  to as an "Excess
Payment" or "Underpayment", respectively). If it is established pursuant to a


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final  determination  of a court or an  Internal  Revenue  Service  (the  "IRS")
proceeding  which has been  finally  and  conclusively  resolved  that an Excess
Payment has been made,  such Excess  Payment shall be deemed for all purposes to
be a loan to the Executive  made on the date the  Executive  received the Excess
Payment  and the  Executive  shall  repay the Excess  Payment to the  Company on
demand (but not less than thirty (30) days after  written  notice is received by
the Executive),  together with interest on the Excess Payment at the "Applicable
Federal  Rate" (as defined in Section  1274(d) of the Code) from the date of the
Executive's receipt of such Excess Payment until the date of such repayment.  In
the event that it is determined by (i) the  Accounting  Firm, the Company (which
shall  include  the  position  taken by the  Company on its  federal  income tax
return)  or the IRS,  (ii)  pursuant  to a final  determination  by a court with
jurisdiction  over the matter,  or (iii) upon the resolution to the  Executive's
and  the  Company's  satisfaction  of the  Dispute,  that  an  Underpayment  has
occurred,  the  Company  shall pay an amount  equal to the  Underpayment  to the
Executive  within ten (10) days of such  determination  or resolution,  together
with interest on such amount at the  Applicable  Federal Rate from the date such
amount was otherwise due to the Executive until the date of payment.

         7.       Successors; Binding Agreement.
                  -----------------------------

                  7.1 This  Agreement  shall be binding  upon and shall inure to
the benefit of the Company,  its  successors  and assigns,  and the Company will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation  or otherwise),  except any successor by merger that, by operation
of law, assumes the Company's obligations  hereunder,  or assignee, by agreement
in form and substance  reasonably  satisfactory  to the Executive,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place. Failure of the Company to obtain such assumption and
agreement  prior  to or  simultaneously  with  the  effectiveness  of  any  such
succession or assignment  shall be a breach of this  Agreement and shall entitle
the  Executive  to  compensation  from the Company in the same amount and on the
same terms as he would be entitled to hereunder if he terminated  his employment
because of a Change in Control,  except that for  purposes of  implementing  the
foregoing, the date on which any such succession or assignment becomes effective
shall be  deemed  the  Termination  Date  hereunder.  As used in the  Agreement,
Company  shall mean the Company as  hereinbefore  defined and any  successor  or
assign that executes and delivers the agreement provided for in this Section 7.1
or  which  otherwise  becomes  bound by all the  terms  and  provisions  of this
Agreement by operation of law.

                  7.2 This  Agreement and all rights of the Executive  hereunder
shall inure to the benefit of and be enforceable by the Executive's  personal or
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees,  devises  and  legatees.  If the  Executive  should  die while any
amounts would still be payable to him hereunder if he had continued to live, all

                                        9
<PAGE>
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devise, legatee or other designee
or, if there be no such designee, to the Executive's estate.

         8. Fees and Expenses.  The Company shall pay all legal fees and related
            -----------------
expenses  incurred  by the  Executive  as they  become  due as a result of or in
connection  with (i) claims of the  Executive for  termination  of employment in
breach of this  Agreement  by the  Company  and  expenses,  if any,  incurred in
connection therewith,  (ii) the Executive seeking to obtain or enforce any right
or benefit provided by this Agreement (including,  without limitation,  any such
fees and  expenses  incurred in  connection  therewith)  or by any other plan or
arrangement  maintained  by the Company  under which the  Executive is or may be
entitled to receive benefits,  (iii) the Executive's hearing before the Board as
contemplated  in  Section  2.3 of this  Agreement,  and  (iv)  any tax  audit or
proceeding to the extent  attributable to the application of any Excise Tax with
respect to any Payment or Payments hereunder,  plus in each case interest on any
delayed payment at the "Applicable  Federal Rate," as defined in Section 1274(d)
of the Code,  as then in effect;  provided that the  circumstances  set forth in
clauses (i) and (ii) of this Section 8 occurred on or after a Change in Control.

         9. Notices.  For the purposes of this Agreement,  notices and all other
            -------
communications provided for in the Agreement (including, without limitation, the
Notice of Termination) shall be in writing and shall be deemed to have been duly
given when  personally  delivered  or sent by  certified  mail,  return  receipt
requested,  postage prepaid, addressed to the respective addresses last given by
each party to the other,  provided  that all  notices  to the  Company  shall be
directed  to the  attention  of the Board  with a copy to the  Secretary  of the
Company. All notices and communications shall be deemed to have been received on
the date of  delivery  thereof or on the third  business  day after the  mailing
thereof by first-class mail,  postage pre-paid,  except that notice of change of
address shall be effective only upon receipt.

         10.  Non-exclusivity of Rights. Nothing in this Agreement shall prevent
              -------------------------
or limit the  Executive's  continuing  or future  participation  in any benefit,
bonus,  incentive or other plan or program  provided by the Company  (except for
any severance or  termination  policies,  plans,  programs or practices) and for
which the Executive may qualify,  nor shall anything herein limit or reduce such
rights as the  Executive  may have under any other  agreements  with the Company
(except for any severance or  termination  agreement).  Amounts which are vested
benefits or which the Executive is otherwise  entitled to receive under any plan
or program of the  Company  shall be  payable  in  accordance  with such plan or
program, except as explicitly modified by this Agreement.

         11. Settlement of Claims. The Company's obligation to make the payments
             --------------------
provided  for in  this  Agreement  and  otherwise  to  perform  its  obligations
hereunder  shall  not be  affected  by  any  circumstances,  including,  without
limitation, any setoff, counterclaim,  recoupment,  defense or other right which
the Company may have against the Executive or others. If the Company effects any

                                       10
<PAGE>
setoff in violation of the immediately preceding sentence,  then, in addition to
any other  amounts  payable to the  Executive  hereunder,  the  Company  and the
Executive agree that, as reasonable  liquidated damages therefor,  the Executive
will be entitled to recover from the Company an amount equal to twice the amount
of such setoff.

         12.  Miscellaneous.  No  provision of this  Agreement  may be modified,
              -------------
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing  and signed by the  Executive  and the  Company.  No waiver by either
party  hereto  at any time of any  breach  by the  other  party  hereto  of,  or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions  at the same or at any prior or  subsequent  time.  No  agreement  or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

         13.  Governing  Law. This Agreement shall be governed by and  construed
              --------------
and enforced in accordance  with the laws of the State of Georgia without giving
effect to the conflict of laws principles thereof.

         14.  Severability.  The provisions of this  Agreement  shall  be deemed
              ------------
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the remaining provisions hereof.

         15.  Entire  Agreement. This Agreement constitutes the entire agreement
              -----------------
between  the  parties  hereto  and  supersedes  all  prior  agreements,  if any,
understandings  and  arrangements,  oral or written,  between the parties hereto
with respect to the subject matter hereof.

         16.   Counterparts.  This    Agreement  may be  executed in one or more
               ------------
counterparts,  each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.

         17.   No  Employment  Guarantee.  This Agreement is not  an  employment
               -------------------------
agreement.  Neither  this  Agreement  nor  any  action  taken  pursuant  to this
Agreement shall be construed as granting to the Executive a right to be retained
as an employee for any period.


                        * Signatures on Following Page *

                                       11
<PAGE>
                  IN WITNESS  WHEREOF,  the Company has caused this Agreement to
be executed  and  delivered  by its duly  authorized  officer and has caused its
proper  corporate seal to be affixed hereto,  and the Executive has executed and
delivered this Agreement, all as of the day and year first above written.

                                         DUCK HEAD APPAREL COMPANY, INC.

[CORPORATE SEAL]

                                         By:  /s/ Robert D. Rockey
                                             ----------------------------------
ATTEST:                                       Robert D. Rockey
                                              Chairman & CEO
/s/ Cathy G. Morris
--------------------------
Secretary


                                          EXECUTIVE:


                                          /s/ William B. Mattison
                                          ------------------------------
                                          William B. Mattison