Exhibit 10(h)


 


FIRST AMENDMENT TO

HAGGAR CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


1.             Introduction.  This First
Amendment to the Haggar Corp. Supplemental Executive Retirement Plan (the “Amendment”), dated as of this 14 day of February, 2003, is
made and adopted by Haggar Corp., a Nevada corporation (the “Corporation”), and consented to by the parties named on the
signature page hereto.  The Haggar Corp.
Supplemental Executive Retirement Plan (the “Plan”) was authorized and adopted by the Compensation Committee
of the Board of Directors of the Corporation, and was effective October 1,
1999.  Pursuant to Article 6.1, the Plan
is hereby amended as set forth herein. 
Capitalized terms used herein, but not otherwise defined, shall have the
same meaning assigned to them in the Plan.


 


2.             Definition of Change in Control.  Section 1.5 of the Plan is hereby amended as
follows:


 


(a)           Clause (i) is deleted in its entirety and replaced with
the following:


 


“(i) a merger or
consolidation of the Corporation or Haggar Clothing Co. with or into another
entity, or the exchange of securities (other than a merger or consolidation) by
the holders of the voting securities of the Corporation or Haggar Clothing Co.
and the holders of voting securities of any other entity, in which the
shareholders of the Corporation or Haggar Clothing Co. immediately before the
transaction do not own 50% or more of the combined voting power of the voting
securities of the surviving entity or its parent immediately after the
transaction,”


 


(b)           The phrase “of two (2) consecutive
years” is deleted from clause (v).


 


(c)           All occurrences of “a Participating
Employer” or “the Participating Employer’s” are replaced by “Haggar Clothing
Co.” or “Haggar Clothing Co.’s”, as applicable.


 


3.             Effect on Other Provisions.  Except as expressly amended hereby, the Plan shall
remain in full force and effect as originally adopted.


 


4.             Adoption by Board.  The foregoing amendments to the Plan were adopted by
the Board of Directors of the Corporation on January 28, 2003.


 


5.             Counterparts.  This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original and together shall
constitute one and the same Amendment.


 


6.             Governing Law.  The
Provisions of this Amendment shall be construed according to the law of the
State of Texas excluding the provisions of any such laws that would require the
application of the laws of another jurisdiction.


 


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IN WITNESS WHEREOF, this Amendment has been entered into as of the date
and year first above written.


 


	
   

  	
   

  	
  HAGGAR CORP.,

  
	
   

  	
   

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  David Tehle

  
	
   

  	
   

  	
  Name:  David Tehle

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  	
  and Chief
  Financial Officer

  



 


 


FOR PURPOSES OF ARTICLE 6.1 OF THE PLAN,

THE FOLLOWING INDIVIDUALS EXPRESSLY

CONSENT TO THE AMENDMENT:


 


 


	
  /s/  Frank D. Bracken

  	
   

  
	
  Frank D. Bracken

  
	
   

  
	
   

  
	
  /s/  J. M. Haggar, III

  	
   

  
	
  J. M. Haggar, III

  



 


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