Exhibit 10(i)


 


FIRST AMENDMENT TO

TRUST UNDER THE

HAGGAR CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


This First Amendment to Trust Under the Haggar Corp. Supplemental
Executive Retirement Plan (this “Amendment”)
is entered into this 14 day of February, 2003 (the “Effective Date”), by and between Haggar
Clothing Co., a Nevada corporation, having its principal place of business in
Dallas, Texas (“Corporation”),
and David Tehle (“Trustee”).  Capitalized terms used herein, but not
otherwise defined, shall have the same meaning assigned to them in the Trust
Agreement (as defined below).


 


RECITALS


 


A.            Corporation
and Trustee entered into that certain Trust Under the Haggar Corp. Supplemental
Executive Retirement Plan, dated as of October 1, 1999 (the “Trust Agreement”);  and


 


B.            Pursuant
to Section 12(a) of the Trust Agreement, the parties desire to amend the terms
of the Trust Agreement as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and agreements herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.             Amendment to Section 13(d).  Section 13(d)(1) of the Trust Agreement is
hereby amended as follows:


 


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


 


“(i) a merger or
consolidation of Haggar Corp. or the Corporation with or into another entity,
or the exchange of securities (other than a merger or consolidation) by the
holders of the voting securities of Haggar Corp. or the Corporation and the
holders of voting securities of any other entity, in which the shareholders of
Haggar Corp. or the Corporation 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).


 


2.             Effect. 
Except as amended by this Amendment, all of the provisions of the
Trust Agreement are hereby affirmed, ratified and declared to be in full force
and effect.


 


3.             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.


 

















 


4.             Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of Texas.


 


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


 


	
   

  	
   

  	
  HAGGAR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HAGGAR CLOTHING CO.,

  
	
   

  	
   

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  David Tehle

  
	
   

  	
   

  	
  Name:  David Tehle

  
	
   

  	
   

  	
  Title:  Executive Vice
  President

  
	
   

  	
   

  	
  and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  David Tehle

  
	
   

  	
  David Tehle

  



 


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